annual accounts and corporate governance report abertis 2010

consolidated annual accounts 10

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ABERTIS INFRAESTRUCTURAS, S.A.

AND SUBSIDIARY COMPANIES

Consolidated Annual Accounts and Consolidated Directors’ Report

Year Ended 31 December 2010

(prepared under International Financial Reporting Standards)

INDEX

Consolidated Balance Sheets at 31 December 3Consolidated Income statements at 31 December 4Consolidated Statements of Comprehensive Income 4Statement of Changes in Consolidated Net Equity 5Consolidated Cash Flow Statements 6Notes to the 2010 consolidated annual accounts 71. General information 72. Basis of presentation 73. Accounting policies 114. Management of financial risk and capital 185. Property, plant and equipment 216. Goodwill and other intangible assets 237. Investment property 268. Investments in associates 279. Available-for-sale financial assets 2810. Derivative financial instruments 2911. Trade and other receivables 3112. Cash and cash equivalents 3313. Net equity 3414. Borrowings 4315. Deferred income 4516. Trade and other payables 4517. Income tax 4518. Obligations for employee benefits 4819. Provisions and other liabilities 5020. Income and expenses 5121. Contingencies and commitments 5322. Business combinations 5323. Shareholdings in multigroup companies 5324. Environment 5525. Segment reporting 5526. Related parties 5927. Share-based payments 6528 Other information 6729. Subsequent events 6930. Matters arising from the transition to IFRIC 12 69APPENDIX I. Subsidiary companies included in consolidation scope 75APPENDIX II. Multi-group companies included in consolidation scope 81APPENDIX III. Related companies included in consolidation scope 82

CONSOLIDATED MANAGEMENT REPORT FOR 2010 851. Disclosures on compliance with the provisions of article 262 of the Spanish Corporate

Enterprises Act 852. Disclosures on compliance with the provisions of article 116 b of the Securities Exchange Act 873. Annual corporate governance report 91

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Consolidated Balance Sheets at 31 December (thousand Euros)

Notes 20102009

Restated*1 January 2009

Restated*

ASSETS

Non-current assets

Property, plant and equipment 5 1,880,755 1,822,190 1,649,944

Goodwill 6 4,397,724 4,350,453 4,185,015

Other intangible assets 6 12,549,808 12,671,687 11,510,478

Investment property 7 444,150 361,812 291,914

Investments in associates 8 1,461,077 1,373,983 1,346,800

Deferred income tax assets 17.c 798,485 726,992 590,414

Available-for-sale financial assets 9 474,997 1,342,010 983,998

Derivative financial instruments 10 235,218 248,941 317,634

Trade and other receivables 11 971,733 721,487 304,501

Non-current assets 23,213,947 23,619,555 21,180,698

Current assets

Inventories - 33,581 35,356 26,383

Trade and other receivables 11 949,136 875,861 896,177

Derivative financial instruments 10 862 70 4,570

Cash and cash equivalents 12 482,328 341,769 299,227

Current assets 1,465,907 1,253,056 1,226,357

Non-current assets held for sale 9 612,325 - -

Assets 25,292,179 24,872,611 22,407,055

These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84.

(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009,

and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.

Consolidated Balance Sheets at 31 December (thousand Euros)

Notes 20102009

Restated*1 January 2009

Restated*

NET EQUITY

Capital and reserves attributable to the Company’s equity holders

Share capital 13.a 2,217,113 2,111,537 2,010,987

Share premium 13.a 417,733 523,309 579,690

Treasury shares 13.a (258,996) (261,113) (262,607)

Reserves 13.b (55,314) 149,213 (183,503)

Retained earnings and other reserves 13.c 1,699,946 1,476,722 959,271

4,020,482 3,999,668 3,103,838

Non-controlling interests 13.d 1,433,000 1,334,421 1,279,525

Net equity 5,453,482 5,334,089 4,383,363

LIABILITIES

Non-current liabilities

Borrowings 14 14,247,781 13,847,881 12,763,366


Deferred income 15 47,226 156,400 45,653

Deferred income tax liabilities 17.c 1,773,729 1,740,019 1,409,624

Employee benefit obligations 18 70,529 74,274 57,102

Provisions and other liabilities 19 1,003,757 946,742 822,726

Non-current liabilities 17,545,333 17,109,364 15,205,873

Current liabilities

Borrowings 14 1,128,173 1,337,640 1,863,988


Trade and other payables 16 633,842 615,762 596,874

Current tax liabilities - 217,949 214,777 146,155

Provisions and other liabilities 19 305,865 250,485 207,787

Current liabilities 2,293,364 2,429,158 2,817,819

Liabilities 19,838,697 19,538,522 18,023,692

Net equity and liabilities 25,292,179 24,872,611 22,407,055




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Consolidated Income Statements at 31 December (thousand Euros)

Notes 2010 2009 Restated*

Rendering of services 20.a 3,962,704 3,805,647

Other operating income 20.b 103,267 73,549

Own work capitalised - 18,511 19,926

Other income 20.b 21,380 4,736

Operating income 4,105,862 3,903,858

Personnel expenses 20.c (620,080) (604,504)

Other operating expenses - (980,581) (926,087)

Variation in trade provisions - (7,923) (14,867)

Asset impairment 5/6/7 (15,955) (3,471)

Depreciation and amortisation expenses 5/6/7 (959,060) (907,145)

Other expenses - (2,850) (2,618)

Operating expenses (2,586,449) (2,458,692)

Operating profit 1,519,413 1,445,166

Variation in valuation of hedging instruments 20.d (1,076) (373)

Financial income 20.d 200,554 187,509

Financial expense 20.d (866,607) (773,664)

Net financial result (667,129) (586,528)

Results of companies accounted for by equity accounting 8/13.c.iii 116,971 77,120

Profit before tax 969,255 935,758

Corporate income tax 17.b (225,906) (251,607)

Net income for the year 743,349 684,151

Attributable to non-controlling interests 13.c 81,734 60,425

Attributable to the company’s equity holders 661,615 623,726

Earnings per share (expressed in € per share)

- basic 13.f 0.91 0.86

- diluted 13.f 0.91 0.86




Consolidated Statements of Comprehensive Income (thousand Euros)

Notes 20102009

Restated*

Profit for the year 743,349 684,151

Net income and expenses charged directly to net equity:

Net fair value gains (gross of tax) of available-for-sale financial assets 9/13 (256,518) 357,068

Cash flow hedges in parent, fully and proportionally consolidated companies

10 (96,527) (135,714)

Cash flow hedges / net foreign investment in parent, fully and proportionally consolidated companies

10 (148,969) (160,045)

Cash flow hedges / net foreign investment companies accounted for by equity accounting

13 26,240 (5,442)

Currency translation differences 13 223,558 194,545

Increase in fair values of interest in Avasa - - 318,824

Others 13.c (30,290) 71,383

Actuarial gain and loss 18 (89) (17,717)

Tax on items taken directly to or transferred from net equity 17.c 69,816 75,994

(212,779) 698,896

Releases to the income statement:

Cash flow hedges in fully and proportionally consolidated companies 20.d 90,848 67,722

Cash flow hedges / net foreign investment in fully and proportionally consolidated companies

20.d 6,710 181

Tax effect 17.c (30,636) (21,509)

66,922 46,394

Other comprehensive income (145,857) 745,290

Total comprehensive income 597,492 1,429,441

Attributible to:

The Company’s equity holders 451,562 1,306,003

Non-controlling interests 145,930 123,438

597,492 1,429,441


(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, and

reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.

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Statement of Changes in Consolidated Net Equity (thousand Euros)

Capital, share Premium and treasury shares

ReservesRetained earnings and

Other reservesNon-controlling interest Net equity

Notes 13.a 13 13.c 13.d

At 1 January 2010 2,373,733 149,213 1,476,722 1,334,421 5,334,089

Comprehensive income for the year - (204,527) 656,089 145,930 597,492

Final dividend 2009 and interim dividend 2010 - - (432,865) (68,418) (501,283)

Treasury shares 2,117 - - - 2,117

Changes in scope - - - (1,719) (1,719)

Capital increase / (decrease) - - - 22,786 22,786

At 31 December 2010 2,375,850 (55,314) 1,699,946 1,433,000 5,453,482

Capital, share Premium and treasury shares

ReservesRetained earnings and

Other reservesNon-controlling interest Net equity

Notes 13.a 13 13.c 13.d

At 1 January 2009 2,328,070 (183,503) 1,228,034 1,406,365 4,778,966

Changes in accounting policies (see Note 30) - - (268,763) (126,840) (395,603)

At 1 January 2009 Restated (*) 2,328,070 (183,503) 959,271 1,279,525 4,383,363

Comprehensive income for the year - 332,716 973,287 123,438 1,429,441

Final dividend 2008 and interim dividend 2009 - - (412,253) (63,495) (475,748)

Changes in scope - - 586 (586) -

Treasury shares 1,494 - - - 1,494

Capital increase / (decrease) 44,169 - (44,169) (4,461) (4,461)

At 31 December 2009 Restated (*) 2,373,733 149,213 1,476,722 1,334,421 5,334,089




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Consolidated Cash Flow Statements (thousand Euros)

Notes 20102009

Restated*

Net cash flow from operating activities:


Adjustments to:

Taxes 17.b 225,906 251,607

Depreciation and amortisation for the year 5/6/7 959,060 907,145

Variation in asset impairment provision 5/6/7 15,955 3,471

(Profit)/loss, net, on sale of property, plant and equipment and intangible assets and other assets

- (18,530) (2,118)

(Profit)/loss on hedging instruments 20.d 1,076 373

Variation in post-employment provisions 18 15,298 15,938

Variation in provisions for IFRIC 12 and other provisions 19 78,970 71,237

Dividend income 20.d (56,337) (54,858)

Interest income 20.d (144,217) (132,651)

Interest expense 20.d 866,607 773,664

Release of deferred income to profit and loss 15 (5,586) (10,506)

Other adjustments to net income 11 (98,333) (76,760)

Share in results of associates accounted for by equity accounting 8 (116,971) (77,120)

2,466,247 2,353,573

Variation in current assets/liabilities:

Inventories - 1,775 (8,903)

Trade and other receivables - (72,320) 40,218

Derivative financial instruments - (3,751) 11,979

Trade and other payables - 18,080 (12,100)

Other current liabilities - 59,864 (12,533)

3,648 18,661

Cash flow generated from operations 2,469,895 2,372,234

Corporate income tax paid - (257,126) (137,161)

Interest and settlement of hedges paid - (798,401) (753,625)

Interest and settlement of hedges received - 103,188 115,082

Utilisation of provisions for post-employment benefits 18 (12,565) (9,849)

Utilisation of provisions for IFRIC 12 and other provisions 19 (81,606) (78,513)

Other payables 19 8,465 36,255

Receipt / refund of grants and other deferred income 15 811 1,247

Non-current debtors and other receivables - (52,403) 7,752

(A) Total Net Cash Flow from Operations 1,380,258 1,553,422

These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84.(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.

Consolidated Cash Flow Statements (thousand Euros)

Notes 20102009

Restated*

Net cash flow from investing activities:

Business combinations and changes in consolidation scope - (5,993) (502,739)

Acquisition of shareholdings in associates 8 (24,851) (40,650)

Proceeds from sale property, plant and equipment - 22,151 30,557

Purchases of property, plant and equipment and intangible assets and investment property

5/6/7 (734,559) (695,912)

Purchases of available-for-sale financial assets 9 (275) (1,732)

Dividends received from associates and shareholdings8/20.d/

26.c125,391 114,315

Others - 44,429 35,209

(B) Total Net Cash Flow from Investing Activities (573,707) (1,060,952)

Net cash flow from financing activities:

Receipt borrowings during the year 14 983,484 2,119,248

Repayment of borrowings 14 (1,135,939) (1,983,561)

Dividends paid to equity holders of the Parent Company 13 (432,865) (412,253)

Treasury shares 13 2,117 1,494

Repayment of share premium to non-controlling interests 13 (68,418) (67,956)

(C) Total Net Cash Flow from Financing Activities (651,621) (343,028)

(D) Effect of variation in exchange rates (14,371) (106,900)

Net (decrease) / increase in cash and cash equivalents (A)+(B)+(C) + (D)

140,559 42,542

Opening balance of cash and cash equivalents 341,769 299,227

Closing balance of cash and cash equivalents 482,328 341,769

These consolidated balance sheets should be read together with the Notes to the accounts on pages 7 to 84.(*) Certain amounts in these balance sheets do not relate to those in the consolidated annual accounts for the year ended 31.12.2009, and reflect the adjustments made under IFRIC 12, as indicated in Note 3 and Note 30.

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NOTES TO THE 2010 CONSOLIDATED ANNUAL ACCOUNTS

1. GENERAL INFORMATION

Abertis Infraestructuras, S.A. (hereinafter abertis or the Parent Company) was incorporated in Barcelona on 24 February 1967. The Company’s registered office is in Avenida del Parc Logistic nº 12-20, Barcelona. On 30 May 2003 the Company’s name was changed from Acesa Infraestructuras, S.A. to its current name.

abertis is the parent company of a group of companies mainly engaged in the management of mobility and communications infrastructures operating in five sectors: motorway concessions, telecommunications, airports, car parks and logistics facilities.

Its business purposes include the construction, maintenance and operation of motorways under concession; the management of motorway concessions in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of motorways, including service stations, integrated logistics and/or transport centres and/or car parks, as well as any other activity related to transport infrastructures and communications and/or telecommunications for the mobility and transport of people, goods and information, under the necessary authorisation, as the case may be.

The Company can undertake its business purposes, especially its concessionary activity, directly or indirectly through its shareholding in other companies, subject, in this respect, to the legal provisions in force at any time.

Note 28.c includes information on the Group’s concession contracts.

The lists of the subsidiary and multi-group companies of abertis, which together with the parent Company make up the consolidated group (hereinafter, the Group) at 31 December 2010 are set out in Appendix I and Appendix II, respectively.

The aggregates contained in all the financial statements that form part of the consolidated annual accounts (consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in net equity, consolidated cash flow statement) and the notes to the consolidated annual accounts are expressed in thousand Euros, unless explicitly stated in million Euros.

2. BASIS OF PRESENTATION

a) Basis of Presentation

These consolidated annual accounts have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union under Regulation (EC) No. 1606/2002 of the European Parliament and the Council on 19 July 2002 and others in force at 31 December 2010 (hereinafter, IFRS). In addition, the obligation to present consolidated annual accounts under EU approved IFRS is governed by the final eleventh provision of the Tax, Administrative and Corporate Measures Act, Law 62/2003/30 December (Official State Gazette (BOE) of 31 December 2004).

These consolidated annual accounts prepared under IFRS have been formulated by the Directors of abertis in order to provide a true and fair view of its consolidated equity, financial situation for the year ended 31 December 2010, consolidated results from its operations, the changes in consolidated net equity and consolidated cash flows in accordance with the above-mentioned legislation in force.

The first consolidated annual accounts to be presented under IFRS were those for the year ended 31 December 2005. Consequently, IFRS-1, “First-time Adoption of the International Financial Reporting Standards” was applied at the transition date of 1 January 2004.

As per IFRS, these consolidated annual accounts for 2010 include, for comparative purposes, the aggregates for the previous year, which have been duly restated as a result of the adoption by the Group effective 1 January 2010 of IFRIC 12 – “Service Concession Arrangements”. To do so, the respective consolidated opening balance sheet has been prepared under IFRIC 12 at the transition date of 1 January 2009 (see Note 3.r.i and Note 30).

As stated in Note 3.r, at the date of preparation of these consolidated annual accounts, there are standards and interpretations which during 2010 were revised and being studied by the corresponding international regulatory bodies. In any case, the application of these will be considered by the Group once they are approved by the European Union, as the case may be.

The preparation of the consolidated annual accounts under IFRS requires Management to make certain accounting estimates and certain judgements. These are continuously evaluated and are based on the historical experience and other factors, including the expectations of future events, which are considered reasonable under the circumstances. Whilst the estimations have been made based on the best information available at the time of preparing these consolidated annual accounts, in accordance with IAS-8, any modification in the future of these estimations would be applied from that point on, recognising the impact of the change in the estimates made in the consolidated income statement for the year in question.

The main estimates and judgements considered in preparing the consolidated annual accounts are the following:

• Estimated loss for impairment of goodwill and other non-financial assets (see Notes 3.c, 3.d, 6 and 7) and financial assets (see Notes 3.e and 11).

• Fair value of derivatives and other financial instruments (see Notes 3.f and 10).

• Estimate of the intervention cycles in determining the provisions under IFRIC 12 effective 1 January 2010 (see Notes 3.o, 19 and 30).

• Fair value of assets and liabilities in business combinations (see Note 22).

• Available-for-sale financial investments and non-current assets held for sale (See Notes 3.e.i, 3.i and 9).

• Actuarial hypotheses used in determining the liabilities for post-employment obligations and other commitments with employees (see Notes 3.m and 18).

• Corporate income tax (see Notes 3.l and 17).

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The consolidated annual accounts have been prepared on the basis of historical cost, except in the cases specifically mentioned in these Notes.

The consolidated annual accounts have been prepared on the basis of uniformity in recognition and measurement. If new standards modifying the existing valuation principles become applicable, they will be applied in accordance with the transition criteria set down in said standards.

Certain amounts in the consolidated income statement and the consolidated balance sheet have been grouped together for clarity, with their breakdown being shown in the Notes to the consolidated annual accounts.

The distinction presented in the consolidated balance sheet between current and non-current entries has been made on the basis of whether the assets and liabilities fall due within one year or more.

Additionally, the consolidated annual accounts include all the information that is considered necessary for their correct presentation under company law in force in Spain.

The consolidated annual accounts of abertis together with the parent Company’s annual accounts and the accounts of subsidiary companies will be presented at their respective Shareholders’ General Meetings in due time. The Directors of the Group expect these accounts to be approved without significant changes.

b) Consolidation principles

i) Consolidation methods

Subsidiary Companies

Subsidiary Companies are all those entities in which abertis directly or indirectly controls the financial and operating policies. This normally occurs when more than half of the voting rights are held. Additionally, in order to evaluate whether abertis controls another entity, the existence and effect of potential voting rights that are can be exercised or convertible at this time are also considered. Subsidiary companies are consolidated as from the date on which control passes to abertis, and they are de-consolidated on the date that control ceases to exist.

Subsidiary companies are fully consolidated.

Appendix I to these Notes provides a breakdown of critical information on all the subsidiary companies included in the consolidation scope at 31 December 2010.

Multigroup Companies (Joint Ventures)

These are companies that have a contractual arrangement with a third party to share control of their activity and where the strategic financial and operating decisions related thereto require the unanimous arrangement of all the parties that share control.

The interests of the Group in joint ventures are accounted for under the proportional consolidation method.

Appendix II to these Notes gives information on the multigroup companies included in consolidation scope at 31 December 2010.

Associates

Associates are companies in which abertis has significant influence and a long-term relationship that fosters and influences its business in spite of a small representation in the management and control bodies, generally accompanied by a shareholding of between 20% and 50% of the voting rights.

Investments in associates are accounted for by equity accounting and initially stated at acquisition cost. The shareholding of abertis in associates includes, as per IAS 28, goodwill (net of any loss or accumulated impairment) identified in the acquisition and recorded under “Investments in associates” in the consolidated balance sheet.

Thereafter, the share of abertis in the earnings and reserves of associates is recognised in the consolidated income statement and as consolidation reserves (other comprehensive income), respectively, with the value of the shareholding as the balancing entry in both cases. Dividend receipts and/or accrual after acquisition are adjusted against the value of the shareholding.

In the event that the Group’s share in the losses of an associate is equal to or greater than the financial value of its shareholding, including any other unsecured outstanding accounts receivable, additional losses will not be recognised unless obligations have been incurred or payments made in the name of the associate.

Appendix III to these Notes provides the particulars of the associates included in the consolidation scope under equity accounting at 31 December 2010.

ii) Standardisation of timing and valuation

Except for Eutelsat Communications, S.A. which year end is 30 June, all the companies included in the consolidation scope close their financial year on 31 December and for the purposes of the consolidation process the respective financial statements prepared under IFRS principles have been used. In accordance with current legislation, these companies present individual annual accounts in accordance with the standards applicable in their country of origin.

In the specific case of Eutelsat Communications, S.A. the respective timing standardisation has been undertaken and for the purposes of the consolidation process the respective financial statements prepared under IFRS principles for the year ended 31 December have been used.

The standards of valuation applied by the Group companies largely coincide. However, whenever necessary the corresponding adjustments are made to standardise valuation to ensure uniformity of the accounting policies of the companies included in the consolidation scope with the policies adopted by the Group.

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iii) Differences on first consolidation

As indicated in Note 3.r, the Group applies the new IFRS-3 revised to business combinations created as from 1 January 2010.

The Group uses the acquisition method to account for the acquisition of subsidiary companies. The acquisition cost is the fair value of the assets, the equity and the liabilities on acquisition date, plus any asset or liability resulting from the contingent consideration. The costs directly attributed to the acquisition are recognised directly in the consolidated income statement for the year in which it takes place.

The identifiable assets acquired and the liabilities and contingencies assumed in a business combination are initially valued at their fair value on acquisition date, including the non-controlling interests. For each business combination, the Group can elect to recognise any non-controlling interest in the acquired company at fair value or for the proportional part of the non-controlling interest of the net identifiable assets of the acquired entity.

The excess of the acquisition cost over the fair value of the shareholding is accounted for as consolidation goodwill, which is assigned to the respective cash generating unit.

On the contrary, if the acquisition cost is less than the fair value of the equity of the company acquired, if the purchase is made under advantageous conditions, the difference is recognised directly in the statement of comprehensive income.

Consolidation goodwill is not written off on a straight-line basis and is subject to an annual impairment test, as indicated in Note 3.c.

In step-acquisitions, when control is obtained, the fair value of the assets and liabilities of the business acquired must be determined, including the portion already held. The differences with the assets and liabilities previously recognised must be recognised in the income statement.

As indicated in Note 2.b.i, the goodwill related to acquisitions of associates is included as part of the respective shareholding, and is valuated in accordance with the procedures set out in Note 3.b.iv.

iv) Elimination of internal operations

The balances and intercompany transactions between companies of the Group are eliminated, as are the unrealised profits from third parties generated by transactions between Group companies. Unrealised losses are also eliminated, unless the transaction provides evidence of a loss due to the impairment of the transferred asset.

In transactions with joint ventures (multigroup companies) the share in the profit or loss from operations with Group companies is only recorded in the part corresponding to other venturers.

v) Translation of financial statements in foreign currencies

The financial statements of foreign companies, none of which operate in hyperinflationary economies, prepared in a functional currency (that of the main economic area in which the entity operates) distinct from the presentation currency of the consolidated annual accounts (Euros) are translated into Euros using the year end exchange rate, whereby:

• Net equity is translated at historical exchange rates.

• Entries in the income statement are translated using the average exchange rate for the period as an approximation of the exchange rate at the transaction date.

• The other balance sheet entries are translated at the year end exchange rate.

As a result of using this method, the currency translation differences generated are included under “Reserves – Cumulative translation adjustments” in net equity on the consolidated balance sheet.

vi) Others

The currency translation differences that arise from the translation of net investment in foreign companies, and from loans and other instruments in non-Euro currencies designated as hedges on these investments, are recorded against net equity. When they are sold, said cumulative translation adjustments are recognised in the income statement as part of the consolidated gain or loss on the sale.

The adjustments to goodwill and the fair value that arise from the acquisition of a foreign entity are considered as assets and liabilities of the foreign entity and are translated using the year end exchange rate.

vii) Variations in the consolidation scope

No significant changes in the consolidation scope or in the companies that make it up have impacted these consolidated annual accounts in 2010

Other changes having a minor impact have been as follows:

• On 3 June 2010, the associate Centro Intermodal de Logística, S.A. (cilsa) sold its entire stake in the Group subsidiary Consorcio de Plataformas Logísticas, S.A. (cpl), and reduced the indirect shareholding of abertis as at that date from 66.68% to 51%.

• On 30 December 2010 the shareholding of abertis (through the subsidiary Abertis Logística, S.A.) in Consorcio de Plataformas Logísticas, S.A. (cpl), a fully consolidated company, rose from the aforementioned 51% to 64.5%, through the capital increase that the latter performed, which was subscribed by Abertis Logística, S.A. through a non-cash contribution of the 32% stake it held in Centro Intermodal de Logística, S.A. (cilsa).

As a result of the non-cash contribution made by the other shareholder of Consorcio de Plataformas Logísticas, S.A. (cpl) in order to subscribe the aforementioned capital increase, cpl has come to own 44% of Centro Intermodal de Logística, S.A. (cilsa), and, accordingly, this company, in light of the new shareholder arrangements as from that date, has gone from being accounted for by equity accounting to proportional consolidation effective 30 December 2010. Consequently, the indirect shareholding of abertis of cilsa is 23.38%.

The shareholding operations at 30 December 2010 have not had a relevant impact on equity.

• Increase in the shareholding of abertis in Saba Aparcamientos, S.A. (saba) rising from 99.46% to 99.48%.

• Increase in the shareholding of Saba Aparcamientos, S.A. in Parcheggi Pisa, S.r.L. from 70% to 80%, and, accordingly, the indirect shareholding of abertis is now 79.58%.

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• Increase in the shareholding of Saba Aparcamientos, S.A. in Saba Aparcament de Santa Caterina, S.L. from 92% to 100%, and, accordingly, the indirect shareholding of abertis is now 99.48%.

• Increase in the shareholding of abertis in Autopistas de Puerto Rico and Compañía, S.E. (apr) from 75% to 100%.

• Sale in September 2010 of Rabat Parking, S.A. in which abertis had an indirect shareholding of 50.72%.

• Teledifusión de Madrid, S.A., in which abertis had an indirect shareholding of 80%, left the consolidation scope in June 2010.

• Takeover merger of the group companies Saba Campo San Giacomo S.r.L. and Saba Italia S.p.A., that latter of which is 99.48% owned by abertis (through Saba Aparcamientos, S.A.).

• Incorporation of the company Overon US, Inc., fully owned by Servicios Audiovisuales Overon, S.L. (overon), proportionally consolidated by the Group by virtue of current shareholders’ arrangements (abertis holds an indirect 51% stake).

• Incorporation of the company Impulso Aeroportuario del Pacífico, S.A. de C.V., 99.9% owned by the associate Airports Mexicanos del Pacífico, S.A. de C.V. (AMP), consolidated by equity accounting (abertis holds an indirect stake of 33.33%).

• Incorporation of the company Parcheggio Largo Bellini S.r.L 80% owned by Saba Italia S.p.A and fully consolidated. Through Saba Aparcamientos, S.A. abertis holds an indirect stake of 79.58%.

• Incorporation of the company Constructura de Infraestructura Vial SAS, fully owned by Concesionaria Vial de los Andes, S.A. (coviandes), bringing the stake of abertis to 40%. This company has been consolidated by equity accounting.

• Incorporation of the company Consorci de Parcs Logístics del Penedés, S.L., fully owned by Abertis Logística, S.A. This company has been fully consolidated.

• Incorporation of the company Consorci de Parcs Logístics Toulouse, fully owned by Consorcio de Plataformas Logísticas, S.A. (cpl). This company has been fully consolidated.

Furthermore, the most significant changes in the consolidation scope and in the companies that make it up in 2009 were as follows:

• On 26 June 2009, acquisition of shareholdings in various companies (formerly owned by Itínere Infraestructuras, S.A.), of which abertis was already a shareholder, from Pear Acquisition Corporation, S.L. (company controlled by the infrastructure fund of Citi Infrastructure Partners, L.P.) for an overall amount of Euros 616 million. This acquisition was effective for accounting purposes on 30 June 2009 and includes the following shareholdings:

o 50% of Autopista Vasco-Aragonesa, S.A. (avasa), operator toll motorway company of which abertis already held the other 50%. This company went from proportional to full consolidation.

o 50% of Sociedad Concesionaria Rutas del Pacífico, S.A. (see Note 22.b), of Rutas II, S.A. and of Operadora del Pacífico, S.A. (opsa), of which abertis already held an indirect shareholding of 28.85% through the acquisition effective 31 December 2008 of 57.70% of the Invin Group. All of these companies went from proportional to full consolidation.

o 75% of Sociedad Concesionaria del Elqui, S.A. (elqui), a Chilean operator toll motorway company of which abertis already held the remaining 25%. This company went from consolidation by equity accounting to full consolidation.

o 49% of Gestora de Autopistas, S.A. (gesa), Chilean company in charge of the operation and maintenance of motorways of which abertis already held the remaining 51%, and, accordingly, it was still fully consolidated.

As a result of the acquisition 50% of avasa, the indirect shareholding of abertis increased in the investee companies Infraestructuras y Radiales, S.A. (irasa), Autopistas del Henares, S.A. (henarsa) and Erredosa Infraestructuras, S.A. (erredosa) from 22.50% to 30.00%. All of these companies was still consolidated by equity accounting.

Other variations in 2009 with less impact on these consolidated annual accounts have been as follows:

• Increase in the shareholding of abertis in Saba Aparcamientos, S.A. (saba), from 99.38% a un 99.46%.

• Increase in the shareholding of Saba Portugal Parque de Estacionamiento, S.A. in Liz Estacionamientos from 51.00% to 100%, and, accordingly, the indirect interest of abertis (through Saba Aparcamientos, S.A.) is now 99.46%. This company is still fully consolidated.

• Increase in the indirect shareholding of abertis in GAP from 5.77% to 5.80%.

• Decrease in the shareholding of abertis telecom, S.A. in Eutelsat Communications, S.A. from 31.43% to 31.35% as a result of the capital increases not subscribed by abertis. This company is still consolidated by equity accounting. Furthermore, and as a result of this, the total interest of abertis in Hispasat, S.A. has gone from 42.08% to 42.06%.

• Sale in April 2009 of Masternaut and Masternaut International in which abertis held an indirect interest of 50.75% and 52.55%, respectively.

• Takeover merger of the Group companies Parbla, S.A. and Saba Aparcamientos, S.A., the latter held 99.46% by abertis.

• Incorporation of Infraestructures Viàries de Catalunya, S.A., which is fully owned by abertis and fully consolidated.

• Incorporation of Sanef Aquitaine, S.A.S., which is fully owned by sanef and fully consolidated.

• Incorporation of Sanef Tolling Ltd., 70% owned by sanef, and fully consolidated.

• Incorporation of Sanef Concession, 99.86% owned by sanef and fully consolidated.

• Incorporation of Abertis Autopistas Chile Limitada, fully owned by Abertis Infraestructuras Chile Limitada and fully consolidated.

• Incorporation of Parcheggio Porta Trento S.r.L., 20% owned by Saba Italia S.p.A. and consolidated by equity accounting.

• Incorporation of Semplicitta S.p.A. 12.60% owned by SIPA S.p.A. and consolidated by equity accounting.

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• Incorporation of Metro Perugia Scarl, 20.20% owned by SIPA S.p.A. and consolidated by equity accounting.

• Incorporation effective 1 January 2009 of A’Lienor, 35% owned by sanef (dormant until that time) and consolidated by equity accounting.

• Winding up of the dormant companies TBI Partnership, TBI Airport Management Canada Inc., TBI Toronto Inc., and Airport Group New York Inc., in which abertis had an indirect interest of 90%.

Additionally, effective 31 December 2009, the shareholding in Areamed 2000, S.A. was transferred from Abertis Logística, S.A. to Abertis Autopistas España, S.A.

viii) Transactions with non-controlling interests

Under IAS 27 revised, transactions with non-controlling interests are recorded as transactions with the owners of Group equity. Accordingly, in the purchases of non-controlling interests, the difference between the consideration paid and the respective proportion of the book value of the net assets of the subsidiary impacts net equity. Likewise, the gains or loss from the sale of non-controlling interests are also recognized in the net equity of the Group.

In the event that significant influence or control is lost, the remaining interest is stated once again at fair value, and the difference in relation to the investment previously recorded is recognized in the consolidated income statement for the year. Additionally, any amount previously recognized in other comprehensive income in relation to this entity is recorded as if the Group had directly sold all the related assets and liabilities, which would mean, as the case may be, that the amounts previously recognized in other comprehensive income would be reclassified to the consolidated income statement for the year. If the decrease in the shareholding in an associate does not imply a loss of significant influence, the proportional part formerly recognized under Other comprehensive income would be reclassified to the income statement.

3. ACCOUNTING POLICIES

The most significant accounting policies applied in the preparation of these consolidated annual accounts are as follows:

a) Property, plant and equipment (PPE)

Property, plant and equipment are accounted for at cost of acquisition less depreciation and the accumulated amount of any loss in value. Property, plant and equipment includes the legal revaluations applied in years prior to 1 January 2004 allowed under local accounting standards, which value has been taken as cost of acquisition as permitted under IFRS-1 “First-time Adoption of International Financial Reporting Standards”.

Capital grants received reduce the cost of acquisition of property, plant and equipment and are recorded when the requirements are met in order to demand payment of the grant. Grants are released to profit and loss on a straight-line basis depending on the useful life of the asset financed reducing the depreciation charge for the year.

Personnel costs and other expenses, as well as net financing costs directly related to property, plant and equipment, are capitalised as part of the investment until brought into use.

Costs of refurbishment, extension or improvement of property, plant and equipment are capitalised only when they increase the capacity, productivity or extend the useful life of the asset, provided that it is possible to know or estimate the net carrying value of the assets which are written off when replaced.

The costs of repairs and maintenance are charged to the consolidated income statement in the year in which they are incurred.

The investment in infrastructure recorded by the operator companies under PPE includes the assets over which the Grantor holds no control (not owned by Grantor given that it does not control the residual value of the assets at the end of the concession), although they are necessary for the operation and management of the infrastructure. These assets mainly comprise the buildings used in operations, the toll facilities and material, video-surveillance, etc.

The depreciation of property, plant and equipment is calculated on a straight line basis using the estimated useful life of the assets, taking into consideration wear and tear derived from normal use.

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The depreciation rates used to calculate the impairment of property, plant and equipment are as follows:

Asset Rate (%)

Buildings and other constructions 2-14

Machinery 6-30

Tooling 7-30

Other installations 7-20

Furniture 10-20

Computer equipment 20-33

Other property, plant and equipment 8-25

Other assets for infrastructure management (*)

(*) The depreciation rates for the most significant assets related to infrastructure management are as follows:

Asset Rate (%)

Toll installations 8-12

Toll machinery 10-12

Others 10-20

When the net carrying value of an asset exceeds its estimated recoverable value, said value is immediately reduced to its recoverable value, and the effect is taken to the consolidated income statement for the year.

b) Goodwill and other intangible assets

The intangible assets indicated below are recorded at acquisition cost less the accumulated amortisation and any loss due to impairment, useful life being evaluated on the basis of a prudent estimate. Capital grants received reduce the cost of acquisition of the intangible asset and are recorded when the requirements are met in order to demand payment of the grant. Grants are released to profit and loss on a straight-line basis depending on the useful life of the asset financed reducing the amortisation charge for the year.

The net carrying value of intangible assets is reviewed for possible impairment when certain events or changes indicate that their net carrying value may not be recoverable.

i) Research and development expenses

Research costs are expensed as they are incurred, whilst the expenses on development incurred in a project are capitalised if the project is feasible from a technical and commercial perspective, if there are sufficient technical and financial resources to complete the project, if the costs incurred can be determined in a reliable manner as established by the international standard, and the generation of future profits is probable. These are recorded at their cost of acquisition.

The amortisation is made on the basis of the estimated useful life for each project (between 3 and 5 years).

ii) Computer applications

Refers principally to the amounts paid for access to ownership or for the right to use computer programs, only when usage is expected to cover several years.

The computer applications are stated at their acquisition cost and amortised on the basis of their useful life (between 3 and 5 years). Maintenance expenses on these computer applications are charged to the income statement in the year in which they are incurred.

iii) Administrative concessions

Administrative concessions are listed as assets valued at the total amount of the payments made to obtain them.

IFRIC 12 (in force since 1 January 2010, see Note 30), regulates the treatment of public-to-private service concession arrangements when:

• The Grantor controls or regulates which services the operator must provide with the infrastructure, to whom these services must be rendered, and, at what price, and

• The Grantor controls the entire significant residual interest in the infrastructure at the end of the arrangement.

Under these concession arrangements, the operator acts as a service provider, specifically, on the one hand, construction services or infrastructure enhancement, and, on the other hand, operational and maintenance service during the term of the arrangement. The consideration received for these services is recorded bearing in mind the type of contractual right received:

• In cases in which the right is granted to charge a price to users for the user of the public service, and the latter is not unconditional but depends on the fact that the users actually use the service, the consideration for the construction or enhancement service is recorded as an intangible asset under “Other intangible assets – administrative concessions, patents and trademarks” in application of the intangible asset model, in which the risk of demand is borne by the operator. This model is applicable to most concessionary companies.

• If an unconditional right is granted by the Grantor (or on its account) to receive cash or other financial assets, and the Grantor has little or no capacity to avoid the payment, the consideration for the construction or enhancement service is recorded as a financial asset under “Debtors and other receivables – public administration debtors” (see section e.ii of this Note) in application

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of the financial model, in which the operator bears no risk of demand (payment is made even if the infrastructure is not used since the Grantor guarantees payment to the Operator of a fixed or specifiable amount or of the deficit, if any). This model is residually applicable for the Group to the odd airport.

The administrative concessions have a finite useful life and their cost if recorded as an intangible asset, is expensed, through their amortisation, over the term of the concession on a straight-line basis.

In the case of administrative concessions acquired through business combinations after 1 January 2004 (IFRS transition date), these, as per IFRS-3, are stated at fair value (on the basis of valuations based on discounted cash flow analyses at their current value at the acquisition date) and amortised on a straight-line basis over the concession period.

iv)Goodwill

Goodwill generated in different business combinations, represents the surplus of the acquisition cost over the fair or market value of the identifiable net assets of all the company acquired at acquisition date.

The possible impairment of goodwills recognised separately (those of subsidiary and jointly-controlled companies) is tested annually for impairment to determine whether its value has declined to a level below the carrying value at the aforementioned transition date, and, as the case may be, the necessary charge is made against the consolidated income statement for the year (see Notes 3.c and 6). The losses for impairment of goodwill are not subsequently reversed.

The impairment of the goodwills included in the carrying value of the equity investment in associates is not tested separately. However, under IAS 36, the total carrying value of the investment is tested for impairment by comparing the recoverable amount (the greater of value in use and fair value, minus cost of sale) to carrying value, provided that there are indications that the value of the investment may have been impaired.

The loss or gain obtained from the sale of an entity includes the carrying value of the goodwill of the entity sold.

In view of the fact that the goodwill is considered an asset of the acquired company (except the goodwills generated prior to 1 January 2004, which under IFRS-1 were considered assets of the acquiring company), a subsidiary using a functional currency other than the Euro valuated in the functional currency of the subsidiary, and the translation into Euros, is made at the exchange rate on the balance sheet date, as indicated in Note 2.b.vi.

v) Other intangible assets

Primarily includes licences for the management of airport infrastructures, which are carried as assets in the consolidated balance sheet at fair value at acquisition moment, obtained on the basis of valuations based on the analysis of discounted cash flows at their current value at the acquisition date as per IFRS-3. These are expensed using the straight line amortisation method.

c) Impairment losses on non-financial assets

The Group evaluates, at each balance sheet date, whether there is any indication of impairment in the value of any asset. Should such an indication exist, or when an annual impairment test is required (in the case of goodwill), the Group estimates the recoverable value of the assets, which is the greater of the fair value of an asset minus cost of sale and its value in use. In order to determine the value in use of an asset, the future cash inflow that the asset is expected to generate is discounted from its net present value using an interest rate that reflects, amongst other, the current value of money at long-term rates and the specific risks of the assets (risk premium). See note 6.

In the event that the asset analysed does not generate cash flow independently of other assets (as is the case for goodwill), the fair value or value in use of the cash generating unit that includes the asset (smallest identifiable group of assets separated from other assets or groups of assets) is estimated. If there are impairment losses in a cash generating unit, the book value of the goodwill assigned, if any, will be reduced, followed by a proportional reduction of the book value of the other assets in relation to the unit.

Losses for impairment (surplus of the asset’s book value over the recoverable value) are recognised in the consolidated income statement for the year.

With the exception of goodwill, where impairment losses are irreversible, if the Group has recognised losses for impairment of assets at the end of each financial year, an evaluation will be made to determine whether the indications of impairment have disappeared or lessened, and the recoverable value of the impaired asset, if applicable, will be estimated.

A loss due to impairment recognised in prior years will only be reversed if there is a change in the estimates used to determine the recoverable value of the asset as from the time the last loss due to impairment was recognised. If this is the case, the book value of the asset would increase to its recoverable value, which cannot exceed the book value that would have been recorded, net of amortisation, had the impairment loss on the asset in prior years not been recorded. This reversal would be recorded in the consolidated income statement for the year.

d) Investment property

“Investment property” carried on the consolidated balance sheet includes land, building and other constructions held by the Group for the activity of its “logistics facilities” business, consisting of the investment in the construction of industrial park facilities for later rental to third parties.

Investment property is stated at net value and accounted for at cost of acquisition using the same criteria as those used for the same type of assets classified under “Property, plant and equipment” on the consolidated balance sheet (see Note 3.a).

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The depreciation of investment property is calculated on a straight-line basis using the estimated useful life of the different assets in accordance with the following depreciation rates:

Asset Rate (%)

Buildings and other constructions 2-8

e) Investments and other financial assets (excluding derivative financial instruments)

The Group determines the classification of its financial assets when they are initially recognised. At the close of 31 December 2010 the financial assets have been classified under the following categories:

i) Available-for-sale financial assets

This entry in the consolidated balance sheet includes those investments in which the Group does not exert any significant influence or control (see Note 9). These are classified as non current assets unless there is an intention to dispose of the investment in the twelve months as from the consolidated balance sheet date, in which case they are classified as current assets.

These investments are stated at fair value, and gains or losses arising from changes in value are part of the other comprehensive result until the investment is sold or suffers losses due to impairment.

The Group evaluates, at each balance sheet date, whether there is any effective indication of impairment, among others, taking into account whether there has been a significant or prolonged decrease in the fair value of the securities below cost price. If there are any indications of this type, the accumulated loss previously recorded in net equity under “Reserves – investments available-for-sale” would be transferred to profit and loss as gains or losses on the respective financial assets.

The fair value of the investments that are actively traded on official stock exchanges is taken as the trading price at the close of the market at the balance sheet date. In the case of investments where there is not an active market, the fair value is determined using valuation methods, such as projections of discounted cash flows. If their market value cannot be determined in a reliable manner, they will be valued at cost or at a lower amount if there is evidence of impairment.

Dividend income arising from available-for-sale financial assets are recorded under “Financial income” (see Note 20.d) in the consolidated income statement when the right of the Group to receive them is established.

ii) Trade and other receivables

This entry corresponds primarily to:

• Loans granted to associates or related entities which are valued at amortised cost using the effective interest method. This value is decreased, as the case may be, by the respective provision for impairment of the asset.

• Deposits and guarantee deposits recorded at their nominal value.

• Trade accounts receivable, which are stated at their nominal value, which is similar to initial fair value. Said value is reduced, if necessary, by the corresponding provision for bad debts (loss for impairment of asset) whenever there is objective evidence that the amount owed will not be partially or fully collected, charged against the consolidated income statement for the year.

• Accounts receivable resulting from the application of the financial model in recording certain concession arrangements subject to IFRIC 12 (see section b.iii of this Note). This right is stated initially at amortised cost, and at the balance sheet date financial income is booked that has been calculated using an effective interest rate, during the term of the concession arrangement.

f) Derivative financial instruments

The Group uses derivative financial instruments to manage its financial risk arising principally from fluctuations in interest rates and exchange rates (see Note 4). These derivative financial instruments, whether or not they have been classified as hedges, have been recorded at fair value, which is the year end market value of listed instruments, or valuations based on the analysis of discounted cash flows using assumptions that are mainly based on the market conditions at the balance sheet date for unlisted derivative instruments.

At the beginning of the transaction the Group documents the relationship between the hedging instruments and the assets they cover, as well as the risk management objectives and the strategy for its hedging transactions. The Group also documents their evaluation, both at the beginning and continuously, as to whether the derivatives that are used in the hedging transactions are highly effective for offsetting the changes in fair value or cash flows of the items hedged.

The fair value of derivative financial instruments used for hedging purposes is set out in Note 10, and the variation in the hedging reserve recorded under consolidated net equity is set out in Note 13.

Classification on the balance sheet as current or non-current will depend on whether the maturity of the hedge at the year end is less or more than one year. Trading derivatives will be classified in any case as current.

The criteria used to account for these instruments are as follows:

i) Fair value hedges

The changes in the fair value of the designated derivatives that meet the conditions to be classified as hedging operations of the fair value of assets or liabilities are recorded in the income statement for the year under “Variation in valuation of hedging instruments”, together with any change in the fair value of the asset or liability covered by the hedge attributable to the risk hedged. This corresponds mainly to those derivative financial instruments contracted by the Group companies to convert fixed interest debt into floating rate debt.

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ii)Cash flow hedges

The positive or negative changes in the valuation of the derivatives classified as cash flow hedges are charged, in the effective portion, net of any tax impact, to consolidated equity under the entry “Reserves – Hedge reserve”, until the hedged item impacts the result for the year (or when the hedged item matures or is sold or if it is no longer probable that the transaction will take place), at which point the retained earnings or losses in net equity are transferred to the consolidated income statement for the year.

The positive or negative differences in the valuation of the derivatives corresponding to the ineffective portion, if they exist, are recorded directly in the consolidated income statement for the year under “Variation in valuation of hedging instruments”.

This type of hedge corresponds primarily to those derivatives contracted by the Group companies that convert floating rate debt to fixed rate debt.

iii) Hedging net foreign investment in non-euro currency

In certain cases abertis finances its activities in the same functional currency in which the foreign investments are held so as to reduce the exchange rate risk. This is done by raising finance in the corresponding currency or by contracting cross currency interest rate swaps.

The hedging of net foreign investments is accounted for in a way that is similar to the cash flow hedge. The gains or losses on the hedging instrument for the effective portion are recorded under net equity and the gains or losses related to the ineffective portion are recognised immediately in the consolidated income statement for the year.

Accumulated gains or losses in net equity are carried in the income statement when the foreign transaction is concluded.

iv) Derivatives not qualified as accounting hedges

In case there are derivatives that do not meet the criteria established to be qualified as hedges, the positive or negative variation arising from recalculating the fair value of these derivatives is taken directly to consolidated profit and loss for the year.

g) Inventories

Inventories consist primarily of spare parts for property, plant and equipment and are valued at cost, calculated using the weighted average price method, making the necessary valuation adjustments and raising the corresponding impairment.

h) Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits in banks and short-term investments in highly liquid instruments maturing in three months or less.

i) Non current assets held for sale

Non current assets are classified as held for sale when their value will be recovered mainly through sale, provided that said sale is highly likely. These assets are stated at the lesser of their book value or fair value, less the costs of sale.

j) Treasury shares

In the event that any Group entity or the Parent Company acquires shares of abertis, these are recorded under “Treasury shares” in the consolidated balance sheet and consolidated net equity is reduced. The shares are stated at acquisition cost, without recording any provisions.

When these shares are sold, any amount received, net of any additional directly attributable transaction costs and the corresponding effect of the tax on the profit generated, is included in the net equity attributable to equity holders of the parent Company.

k) Borrowings

Borrowings are initially recorded at fair value, including the costs incurred in raising the debt. In subsequent periods they are valued at amortised cost and the difference between the funds obtained (net of the costs involved in raising the funds) and the repayment value, as the case may be, and if it is significant, are recorded in the income statement over the life of the debt using the effective interest method.

Borrowings at a fixed interest rate hedged using derivatives that modify this interest rate from fixed to floating are stated at fair value, and these variations are taken to profit and loss, thus offsetting the impact on results of the variation in the fair value of the derivative instrument.

l) Income tax

The tax expense on profits is the total amount accrued for this purpose during the year, representing both current and deferred tax.

The tax effect related to items that are booked directly under net equity is recorded directly under net equity.

The deferred tax is calculated using the liabilities method based on the balance sheet, on the temporary differences that arise between taxable income of the assets and liabilities and their accounting amounts in the consolidated annual accounts, under the regulations and using tax rates in force, or pending approval, on the balance sheet date and which are expected to be used when the corresponding deferred tax asset is realised or the deferred tax liability is settled. Deferred tax liabilities that arise from temporary differences with subsidiary, multi-group companies and/or associates are always recorded, except in those cases in which the Group can control the date on which the temporary differences will reverse and it is probable that they will not reverse in the near future.

The deferred income tax assets are recognised if it is probable that future tax profit will arise with which to offset the deductible temporary differences or the losses or unused fiscal credits. In the case of deferred tax assets that could arise due to temporary differences with subsidiary and multigroup

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companies and/or associates, these are recognised if additionally it is possible that they will reverse in the near future.

The recoverability of deferred tax assets is evaluated when they are generated, and at each year end, depending on the evolution of results expected from the companies according to their respective business plans.

m) Employee benefits

Under the respective collective bargaining arrangements, various companies in the Group have the following commitments with their employees:

i) Post-employment obligations:

• Defined contributions to employee welfare instruments (employee pension plans and collective insurance policies).

• Defined benefits, in the form of bonuses or payments for retirement from the company and life-time annuities.

In defined contribution employee welfare, the Company makes predefined contributions to an external entity and does not have a legal or real obligation to make additional contributions in the event that this entity does not have sufficient assets to cover the employee payments that related to the services provided in the current year and previous years. The annual expense recorded is the corresponding contribution made in the year.

In the defined benefit commitments, where the Company assumes certain actuarial and investment risks, the liability recorded on the balance sheet is the present value of the obligations at the balance sheet date less the fair value of the possible assets for this commitment on said date, plus or minus any unrealised actuarial gain or loss, less any amount arising from the cost of past services not yet recognised.

The actuarial valuation of the defined benefits is made annually by independent actuaries using the projected credit unit method to determine both the current value of the obligations and the cost of the services provided in the current and previous years. The actuarial gains and losses arising from changes in the actuarial assumptions are recognised in the year in which they occur. They are not included in the consolidated income statement, but presented in the statement of comprehensive income.

Costs for past services are recognised as an expense, and are allocated on a straight-line basis over the average period remaining until the right to receive the benefits has finally vested. Nevertheless, when the benefits are immediately irrevocable after the introduction of a defined benefits plan, or following any change in the plan, the costs for past services are recognised immediately.

The hedging of commitments by making contributions to an insurance policy, where the legal or implied obligation to meet the agreed benefits remains, is always treated as a defined benefit.

ii) Other long-term benefits, related to the length-of-service of the employee in the company.

In respect of long-term commitments for the length of service of employees in the company, the liability recognised on the balance sheet coincides with the current value of the obligations at the balance sheet date, if there are no other assets related to them.

The projected credit unit method is used to determine both the current value of the obligations at the balance sheet date and the cost of the services rendered during the current year and previous years. The actuarial gains and losses that arise from changes in the actuarial assumptions are recognized, unlike the post-employment obligations, in the year in which they are generated, in the consolidated income statement for the year.

iii) Share-based payments.

As indicated in Note 27, the group has a Management compensation plan consisting in the distribution of options in abertis stock that can only be settled in shares.

This plan is valuated at its fair value, at the date it is initially distributed, using a generally accepted financial calculation method, which, amongst others, takes into account the option exercise price, volatility, exercise term, expected dividends and the risk-free interest rate.

The cost of the plan is charged to the consolidated income statement as a personnel expense as it accrues during the period of time required for the employee to remain in the company in order to exercise the option, while a counter-entry is made in consolidated net equity, without a re-estimate of its initial valuation, as per IFRS-2. However, at the year end the Group reviews its original estimates of the number of options expected to be exercisable and recognizes, as the case may be, the impact of its review on the income statements by making the respective adjustment to consolidated net equity.

n) Transactions in foreign currencies

Transactions in foreign currencies are translated into the presentation currency of the Group (Euro) using the exchange rates in force on the transaction date. The gains and losses on foreign currencies that arise from the settlement of these transactions and from the translation of monetary assets and liabilities held in foreign currency at the year end exchange rates are recorded in the consolidated income statement, unless they are deferred in net equity as in the case of cash flow hedges and hedges on net investments, as noted in section f) of this Note.

o) Provisions

Provisions are recorded when the Group has a present legal or implied obligation, as the result of past events where it is probable that a disbursement must be made to settle the obligation and when the amount can be reliably estimated.

In cases in which the effect of the time value of money is significant, the amount of the provision is calculated as the present value of the future cash flows that are estimated to be required to settle the existing obligation.

For infrastructure concessions that are subject to compliance by the Operator with the contractual obligations such as maintenance of a certain level of operations of the infrastructure or the restoration under certain conditions of the infrastructure when returned to the Grantor at the end of the service arrangement, provisions are posted, as per IAS 37, using the best estimate for the outflow of funds to cancel the present obligation on the balance sheet date.

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p) Revenue recognition

Income for the rendering of services is recognised when it is probable that the benefits from the transaction will be received by the Group and can be reliably quantified (time of use of the infrastructure by the users).

Most income of the Group is generated by the motorway segment and relates mainly to toll income, which is recorded when the service is provided.

Income from the telecommunications segment is also recorded when the service is rendered and relates mainly to the provision of audio-visual services, radio communications for closed groups of users, television and radio broadcasting, infrastructure rental, satellite capacity, transport of data to operators and other non-recurrent income.

Income from the airports segment, mainly from the ACDL Group, relates basically to the provision for movements of aircraft and people, trading revenues and others, which are also recorded when the service is rendered.

Car park revenues mainly include the income from car park operations on an hourly basis and from regular subscribers, and are recorded when the service is rendered.

Interest income is recognised using the effective interest method while dividend income is recognised when the right to receive payment is established.

q) Environment

Costs arising from legal environment requirements are recorded annually either as an expense or are capitalised, depending on their nature. The amounts capitalised are depreciated over their useful life.

No allowance has been made to the provision for liabilities and charges in relation to the environment, given that there are no contingencies related to this matter.

r) New IAS/IFRS standards and IFRIC interpretations

As indicated below, in 2010 new accounting standards (IAS/IFRS) and interpretations (IFRIC) have come into force or have been applied those which came into force in 2009 but for years beginning after 1 January 2009 (applied for abertis purposes as from 1 January 2010). Furthermore, at the date of formulation of these consolidated annual accounts, new international accounting standards (IAS/IFRS) and interpretations (IFRIC) have been enacted that are to enter into force for the accounting years commencing 1 January 2011 or subsequent to this date.

i) Standards, modifications and interpretations coming into effect on 1 January 2010, or which abertis has applied on that date, having come into force in2009 but only for the years beginning after 1 January 2009.

• IAS 27 (revised in January 2008 and adopted on 12 June 2009) – “Consolidated and Separate Financial Statements” (compulsory application for the years beginning as from 1 July 2009).

This revised standard requires that the effects of all transactions with non-controlling interests be recorded in net equity provided that there have not been any changes in control leading to these operations no longer affecting goodwill and no longer generating a gain or loss. The modification also includes the accounting treatment when control is lost. The non-controlling interest that is held must be restated at fair value in the income statement.

• IAS 39 (revised in August 2008) – “Financial instruments: recognition and measurement”, eligible hedged items (in force for the years beginning as from 1 July 2009).

• IFRS 1 (revised in May 2008) – “First-time adoption of IFRS” cost of an investment in a subsidiary, jointly controlled entity or associate, (in force for the year beginning as from 1 July 2009).

• IFRS 1 (modified July 2009) – “First-time Adoption of IFRS, additional exemptions for first-time adopters” (in force for the years beginning 1 January 2010).

• IFRS 2 (modification June 2009) “Share-based Payments, Group transactions cash-settled share-based payment”, replacing IFRIC 8 and IFRIC 11.

• IFRS 3 (revised in January 2008 and adopted on 12 June 2009) – “Business combinations” (in force for the years beginning as from 1 July 2009). The acquisition method for business combinations is maintained, although significant modifications are included, such as:

• In the case of step-acquisitions, when control is obtained, the fair value of the assets and liabilities of the business acquired must be determined by including the part already owned. The differences that arise between the assets and liabilities already recognised must be recognised in the income statement.

• All payments for the purchase are recognised at fair value at the acquisition date and the contingent payments that are classified as liabilities are stated at the year end date at fair value in the income statement.

• Introduces the accounting option of recording business combinations by valuating the non-controlling interests at fair value or the proportional amount of the net assets and liabilities of the acquired entity.

• The costs of the transaction are recorded in the income statement (until now they could be capitalised as part of the acquisition).

• IFRS 5 (modification of May 2008) – “Non-current assets held for sale and discontinued operations” and the respective modification of IFRS 1 - “First-time adoption of IFRS”, (in force for the years beginning as from 1 July 2009).

• IFRIC 12 – “Service Concession Arrangements” (initial application foreseen for the years beginning 1 January 2008). This interpretation was issued on 30 November 2006 and after review and study it was adopted finally by the EU on 26 March 2006, and is applicable for the years beginning after 29 March 2009.

This interpretation regulates the accounting treatment of the public-to-private concession contracts and establishes the different methods of accounting (the Intangible Model, the Financial Asset Model and the Mixed Model), based on the arrangements reached between the operator and the Grantor.

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• IFRIC 15 – “Arrangement s for the Construction of Real Estate” (in force for the years beginning as from 1 January 2009, which finally came into force for the years beginning as from 1 January 2010).

• IFRIC 16 - Hedges of a net investment in a foreign operation” (in force from 1 October 2008, although finally applicable for the years beginning 1 July 2009.

• IFRIC 17 – “Distributions of non-cash assets to owners”, (in force for the years beginning as from 1 July 2009).

• IFRIC 18 – “Transfers of assets from customers” (in force for the years beginning as from 31 October 2009).

• In addition to these modifications, as part of the annual IASB improvement project of April 2009, a series of minor changes were adopted to some of the standards and interpretations applied.

All these Standards, modifications and interpretations applicable to the Group’s annual accounts have been taken into account effective 1 January 2010, and only the adoption of IFRIC 12 – “Service Concession Arrangements” has had a significant impact on these consolidated annual accounts (see Note 30).

ii) Standards, modifications and interpretations issued by the IASB and adopted by the European Union, coming into force in 2010 but for years beginning after 1 January 2010, for which the Group has not contemplated early adoption (applicable for abertis purposes as from 1 January 2011).

• IAS 32 (modification October 2009) – “Financial Instruments: presentation of emissions rights” (in force for the years beginning 1 February 2010).

• IFRS 1 (modified January 2010) – “First-time Adoption of IFRS, limited exemption from comparative IFRS 7 disclosures for first-time adopters” (in force for years beginning 1 July 2010).

• IFRIC 19 - “Extinguishing financial liabilities with equity instruments” (in force for years beginning 1 July 2010).

It is not expected that the application of these standards, modifications and interpretations will have a significant impact on the consolidated annual accounts of abertis.

iii) Standards, modifications and interpretations issued by the IASB and adopted by the European Union, coming into force after 1 January 2011, for which the Group has not contemplated early adoption.

• IAS 24 (revised in November 2009) – “Related party disclosures” (in force for years beginning 1 January 2011).

• IFRIC 13 (Modification of may 2010) – “Customer Loyalty Programmes” (in force for the years beginning 1 January 2011).

• IFRIC 14 – “Pre-payments of a minimum funding requirements” (in force for years beginning 1 January 2011).

iv) Standards, modifications and interpretations issued by the IASB pending adoption by the European Union, coming into force after 1 January 2011, for which the Group has not contemplated their early adoption.

• IAS 12 (modification December 2010) – “Income Taxes – deferred tax: recovery of underlying assets” (in force for years beginning 1 January 2012).

• IFRS 1 (modified December 2010) – “First-time Adoption of IFRS, severe hyperinflation and removal of fixed dates for first-time adopters” (in force for the years beginning 1 January 2012).

• IFRS 7 (modification in October 2010) – “Financial instruments, disclosures – transfers of financial assets” (in force for the years beginning 1 January 2011).

• IFRS 9 – “Financial instruments” replacing IAS 39 (in force for the years beginning 1 January 2013).

• IFRS for small and medium sized companies (not applicable for the purposes of the consolidated annual accounts of abertis).

• In addition to the modifications mentioned above, as part of the annual IASB improvement project for May 2010, a series of minor changes have been issued on certain standards and interpretations (all of which are in force for the years beginning as from 1 January 2011, except for those related to the application of IFRS 3 revised), which are not estimated to have a significant impact on the consolidated annual accounts of abertis.

As indicated above, the Group has not contemplated the early application of the Standards and interpretations mentioned above and in any case their application would be taking into account by the Group after their adoption, as the case may be, by the European Union.

4. MANAGEMENT OF FINANCIAL RISK AND CAPITAL

a) Factors of financial risk

The activities of the Group are exposed to various financial risks: exchange rate risk, credit risk, liquidity risk and interest rate risk on cash flow. The Group uses derivatives to hedge certain risks.

The management of financial risk is controlled by the Corporate Financial Management under authorisation of the most senior executive officer of abertis, as part of the respective policies adopted by the Board of Directors.

i) Exchange rate risk

The Group operates internationally and holds assets basically in the United Kingdom, United States and South America, exposing it, therefore, to exchange rate risks on currency operations, particularly in Pound sterling, the US dollar and the Argentine, Mexican and Chilean Peso. Exchange rate risk arises from future commercial transactions, recognised assets and liabilities, and net investments in foreign operations.

The exchange rate risk on net assets of Group operations in non-Euro currencies are managed, mainly, by raising debt in the corresponding currencies and through the use of currency swaps.

In relation to exchange rate risk, we should point out that at 31 December 2010 the abertis group companies operating in a functional currency other than the Euro contribute 8.9% of gross operating

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earnings and 8.9% to consolidated earnings (in the latter case, 7.4%, if we exclude from consolidated earnings for 2010 the atypical tax effect recorded by ACDL/TBI); 8.1% and 2.6%, respectively, in 2009.

The most significant contribution is that made by the ACDL Group (whose functional currency is the Pound Sterling), which contributes at the 2010 year end 2.4% of gross operating income and 2.3% of consolidated earnings; (in the case of consolidated earnings 0.8% without taking into account the atypical tax effect mentioned above); 2.4% and -0.3% respectively in 2009; and that made by the Chilean toll motorways (Chile abertis group and Invin Group whose functional currency is the Chilean Peso), which contribute at the 2010 year end 4.9% of gross operating earnings and 0.8% of consolidated earnings (3.3% and -0.9%, respectively in 2009, the year in which most were integrated).

Thus, a variation of 10% in the €/Pound exchange rate at the 31 December 2010 year end would have, excluding the atypical tax effect in ACDL/TBI mentioned above, a slightly positive effect on earnings of Euros 0.5 million (insignificant impact in 2009) and an effect on equity for translation differences arising from consolidation of Euros 59.3 million (Euros 57.5 million in 2009). With regards to the €/Chilean Peso exchange rate, a variation of 10% at 31 December 2010 would represent a slightly negative impact of Euros -0.5 million on earnings (Euros -0.6 million in 2009) and an impact on equity of Euros 158.2 million for translation differences arising from the consolidation process (Euros 105.9 million in 2009).

Accordingly, the impacts on net equity of the Group would be offset by the impact on equity of the net investment hedges made.

ii) Interest rate risk

The Group’s exposure to interest rates arises from its non-current borrowings.

The borrowings issues at floating rates expose the Group to interest rate risk on cash flows, while the borrowings at a fixed rate expose the Group to interest rate risk on fair value.

The purpose of managing interest rate risk is to reach a balance in the debt structure that enables the volatility to be minimised in the income statement over several years, and, accordingly, the Group’s policy is to maintain approximately 75%-85% of its borrowings at a fixed interest rate or at a rate fixed through hedges (at 31 December 2010 this is set at 84% - as in 2009 - and the estimated net impact after tax on earnings of a variation of 50bp in the interest rate of floating debt would be Euros 8.6 million, against Euros 7.3 million in 2009. See Note 14.

To accomplish this, and based on the different estimates and objectives related to the structure of the debt, in order to manage interest rate risk on the cash flows, hedging operations are made by contracting derivative financial instruments consisting of interest rate swaps from floating to fixed. These swaps have the economic effect of converting borrowings at floating rates into fixed rates, and, accordingly, the Group makes commitments with other parties to exchange, on a regular basis, the difference between the fixed and floating interest rates calculated on the basis of the main notional principals contracted.

In this respect, to comply with the Group policy mentioned above, the Group carries out interest rate swaps from fixed to floating to hedge its fair value interest rate exposure.

iii) Credit risk

The Group does not have significant concentrations of credit risk. The derivative operations and the spot operations are only made with financial institutions with strong credit ratings, accepting only entities that have been qualified independently with a minimum “A-“ rating. This credit worthiness is reviewed periodically in order to ensure active management of counter-party risk.

During the years for which information is reported no credit limits have been exceeded and Management does not expect there to be losses due to the infringement of any of the counterparties indicated above.

iv) Liquidity risk

The Group carries out prudent management of the liquidity risk, which involves maintaining cash and having access to a sufficient amount of finance through established credit facilities as well as the capacity to liquidate market positions. Given the dynamic character of the Group’s businesses, the objective of General Financial Management is to remain flexible in financing through the availability of established credit facilities.

Treasury outflows expected in relation to borrowings with the Group are broken down in Note 14.

b) Fair value estimate

The valuation of the assets and liabilities measured at their fair value must be disclosed by level using the follow IFRS 7 hierarchy:

• Level 1. Quotation prices (unadjusted) in official stock markets and identical liabilities.

• Level 2. Information other than quotation prices included in Level 1 that can be observed for assets and liabilities both directly (i.e., prices), and indirectly (i.e., price derivatives).

• Level 3. Information for assets and liabilities that are not based on observable market information.

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The breakdown at 31 December of the Group assets and liabilities measured at fair value by Level is as follows:

Level 1 Level 2 Level 3 2010

Assets

Available for sale financial assets (*) 457,412 10,907 6,678 474,997

Non-current financial assets held for sale (*)

612,325 - - 612,325

Derivative financial instruments:

Cash flow hedge - 714 - 714

Fair value hedge - 82,113 - 82,113

Hedge on net investment in non-Euro currency- 152,391 - 152,391

Not qualifying for hedge accounting - 862 - 862

Total derivative financial instruments - 236,080 - 236,080

Total assets 1,069,737 246,987 6,678 1,323,402

Liabilities


Cash flow hedge - 196,899 - 196,899



Not qualifying for hedge accounting - - - -


Financial payables hedged at fair value- 1,032,270 - 1,032,270

Total liabilities - 1,442,116 - 1,442,116

(*) Relates to net equity securities

Level 1 Level 2 Level 3 2009

Assets

Available for sale financial assets (*) 1,326,255 9,174 6,581 1,342,010


Cash flow hedge - 1,085 - 1,085





Total assets 1,326,255 258,185 6,581 1,591,021

Liabilities


Cash flow hedge - 191,591 - 191,591





Financial payables hedged at fair value- 1,483,929 - 1,483,929

Total liabilities - 1,838,471 - 1,838,471

(*) Relates to net equity securities

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As indicated in Note 3.f, the fair value of financial instruments that are traded on active markets is based on the market prices at the balance sheet date. The market quotation price used for financial assets is the current buyer price.

The fair value of the financial instruments that are not traded on active markets is determined using valuation techniques. The Group uses a variety of methods and makes assumptions based on the existing market conditions at each balance sheet date.

Listed market prices are used for long-term debt. The fair value of interest rate swaps is calculated as the current value of the estimated future cash flows and the fair value of forward exchange rate contracts is determined using the forward exchange rates in the market at the year end.

c) Capital management

The objective of the Group in terms of capital management is to safeguard its capacity to continue as a going concern in order to ensure value for its shareholders and profit for other holders of its net equity instruments and to maintain an optimum capital structure and reduce its cost.

The Group monitors its capital in line with the leverage index and industry practices. This index is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings, as stated in the consolidated balance sheet) minus cash and cash equivalents. Total capital is calculated as net equity, as stated in the consolidated accounts, plus net debt.

During the year the Group’s strategy in this regard has not changed significantly, and its leverage index has remained considerable unchanged against that of 2009. The leverage indices at 31 December were as follows:

31 December 2010

31 December 2009

Restated – See Note 30

1 January 2009Restated – See

Note 30

Borrowings (Note 14) 15,375,954 15,185,521 14,627,354

Cash and cash equivalents (Note 12) (482,328) (341,769) (299,227)

Net debt (*) 14,893,626 14,843,752 14,328,127

Net equity (Note 13) 5,453,482 5,334,089 4,383,363

Total capital 20,347,108 20,177,841 18,711,490

Leverage index 73% 74% 76%

(*) Includes the payables with associates (recorded using equity accounting) and the interest on loans and bonds.

5. PROPERTY, PLANT AND EQUIPMENT

The movements in the main entries that make up property, plant and equipment are as follows:

Other assets for

infrastructure management

Land and buildings

Plant and machinery

Other plant, tooling and

furnitureOthers Total

1 January 2010 (restated – see Note 30)

Cost 422,137 932,846 200,372 1,900,590 162,876 3,618,821

Accumulated depreciation and impairment (217,675) (271,548) (116,660) (1,142,105) (48,643) (1,796,631)

Net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190

2010

Opening net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190

Currency translation differences

- 29,407 3,384 1,931 242 34,964

Additions 8,300 26,343 21,779 100,242 118,652 275,316

Disposals (Net) - (417) (200) (564) (425) (1,606)

Transfers 3,065 (6,279) 8,428 5,050 (37,123) (26,859)

Variation in scope and business combinations - (262) (435) (799) 1,758 262

Depreciation charge (34,304) (29,538) (18,627) (137,685) (8,731) (228,885)

Impairment - (2,279) - - - (2,279)

Other (171) 6,369 (4,688) 12,085 (5,943) 7,652

Closing net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755

At 31 December 2010

Cost 439,289 968,997 238,362 1,972,205 241,422 3,860,275



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Other assets for

infrastructure management

Land and buildings

Plant and machinery

Other plant, tooling and

furnitureOthers Total

1 January 2009 (restated – see Note 30)

Cost 305,913 834,641 193,674 1,710,888 223,736 3,268,852



2009 (restarted)

Opening net carrying value 139,367 596,272 84,896 651,760 177,649 1,649,944


1,583 22,304 2,410 678 2,312 29,287

Additions 24,454 24,137 21,963 153,381 166,190 390,125

Disposals (Net) (6) (879) (497) (1,466) (86) (2,934)

Transfers 68,825 57,413 (1,493) 89,492 (224,374) (10,137)

Variation in scope and business combinations 3,107 406 842 3,013 (1,297) 6,071

Depreciation charge (36,297) (28,435) (21,895) (137,174) (6,644) (230,445)

Impairment - (367) - - - (367)

Other 3,429 (9,553) (2,514) (1,199) 483 (9,354)

Closing net carrying value 204,462 661,298 83,712 758,485 114,233 1,822,190

At 31 December 2009(restated – see Note 30)

Cost 422,137 932,846 200,372 1,900,590 162,876 3,618,821



“Others” at the 31 December 2010 year end includes mainly assets under construction totalling Euros 164 million gross (Euros 97 million gross in 2009) mainly telecommunications infrastructure companies (Euros 118 million in 2010 and Euros 70 million in 2009) and, to a lesser extent, toll motorway operator companies and car parks.

At 31 December 2010 capital grants total Euros 44,168 thousand (Euros 23,755 thousand in 2009), after subtracting property, plant and equipment and revertible assets. They are released on a straight-line basis to profit and loss on the basis of the useful life of the asset financed and total Euros 3,234 thousand (Euros 4,423 thousand in 2009), reducing the depreciation charge for the year. These capital grants basically relate to the abertis telecom group (Euros 31,507 thousand in 2010 and Euros 8,660 thousand in 2009) and MBJ (Euros 12,501 thousand in 2010 and Euros 14,935 thousand in 2009), which were granted by the European Regional Development Fund (FEDER) and the Jamaican Government, respectively.

Property, plant and equipment at 31 December 2010 includes Euros 471 million, gross with a net value of Euros 291 million (Euros 436 million net, and Euros 296 million, respectively, in 2009) for revertible assets by virtue of the concessions obtained that are not affected by the application of IFRIC 12, mainly for airport facilities (Euros 250 million, net, in 2010 and Euros 254 million, net, in 2009) and, to a lesser extent, car park concessions. Most of the buildings and other constructions are linked to administrative concessions granted by different public corporations and revert at the end of the concession.

The currency translation differences generated during the year relate mainly to the assets in the UK (Pounds Sterling 377,781 thousand in 2010 and Pounds Sterling 374,475 thousand in 2009) and to assets located in Chile (Chilean Pesos 22,575,720 thousand in 2010 and Chilean Pesos 22,942,629 thousand in 2009) in both cases as a result of the revaluation at the year of the respective currency.

It is Group policy to contract the insurance policies considered necessary to cover possible risks that might affect its property, plant and equipment.

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6. GOODWILL AND OTHER INTANGIBLE ASSETS

The movements in the main entries under this account heading are as follows:

Goodwill

Administrative concessions, patents and trademarks

Computer applications Other Total

At 1 January 2010 (restated – see Note 30)

Cost 4,350,453 20,716,999 130,245 322,664 25,520,361

Accumulated amortisation and impairment - (8,362,025) (76,452) (59,744) (8,498,221)

Net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140

2010

Opening net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140


36,740 238,324 42 6,703 281,809

Additions - 238,770 22,769 2,821 264,360

Disposals (Net) (72) (25) (76) (1,573) (1,746)

Transfers - 33,059 (2,490) - 30,569

Variation in scope and business combinations 10,603 59,572 28 (604) 69,599

Amortisation charge - (693,271) (20,439) (10,818) (724,528)

Impairment - (127) - - (127)

Others - 7,079 (476) (1,147) 5,456

Closing net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532

At 31 December 2010

Cost 4,397,724 21,376,366 148,412 333,687 26,256,189


Net accounting value 4,397,724 12,238,355 53,151 258,302 16,947,532

Goodwill

Administrative concessions, patents and trademarks

Computer applications Other Total

At 1 January 2009 (restated – see Note 30)

Cost 4,185,015 18,538,272 116,731 316,422 23,156,440


Net carrying value 4,185,015 11,189,094 52,769 268,615 15,695,493

2009 (restarted)

Opening net carrying value 4,185,015 11,189,094 52,769 268,615 15,695,493


45,687 243,302 13 11,954 300,956

Additions - 196,869 21,924 4,033 222,826

Disposals (Net) (136,158) (7,050) (456) - (143,664)

Transfers - (35,731) (4,290) (657) (40,678)

Variation in scope and business combinations 258,388 1,395,304 (68) (6,816) 1,646,808

Amortisation charge - (641,491) (16,123) (14,222) (671,836)

Impairment (3,104) - - - (3,104)

Others 625 14,677 24 13 15,339

Closing net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140

At 31 December 2009(restated – see Note 30)

Cost 4,350,453 20,716,999 130,245 322,664 25,520,361


Net accounting value 4,350,453 12,354,974 53,793 262,920 17,022,140

24 CSR AAAR

The additions in 2010 due to changes in the consolidation scope and business combinations correspond mainly to the impact of the proportional consolidation of 44% of the Centro Intermodal de Logística, S.A. (cilsa), effective for accounting purposes on 31 December 2010, as part of the corporate reorganisation set forth in Note 2.b.vii (Euros 70,214 thousand).

This account in the movement for 2009 mainly included the impact of the acquisition of Itinere assets effective 30 June 2009, relating to different shareholdings in companies in which abertis was already a shareholder at the 2008 year end, mainly due to the respective revaluation of the concession arrangement for motorway operations acquired (basically Euros 1,130,232 thousand for avasa and Euros 195,726 thousand for Rutas del Pacífico), which, in the case of avasa, also includes the impact (Euros 318,824 thousand) of having recorded the assets and liabilities already held previously by abertis at their fair value at 30 June 2009 (acquisition in stages).

“Administrative concessions, patents and trademarks” mainly includes the concession contracts for the construction and exploitation of the different toll motorway networks, as per IFRIC 12, as indicated in Note 3.b.iii, as well as the concessions acquired directly or as part of a business combination.

The breakdown of the main administrative concessions (see Note 28.c), matched to their respective operating segment, is as follows:

31 December 201031 December 2009



Note 30

Toll motorways

Grupo HIT/sanef 6,243,386 6,387,453 6,540,753

avasa 1,264,457 1,344,031 260,008

Autopista Central 1,069,505 958,594 824,510

acesa 865,192 944,517 989,680

iberpistas/castellana 520,612 528,200 556,357

aumar 501,568 557,312 613,052

rutas del pacífico 412,623 388,544 192,165

aucat 271,369 281,126 290,286

aulesa 86,729 88,501 89,284

Trados 45 72,134 69,831 71,129

GCO 35,411 38,139 49,371

Others 129,729 78,495 30,761

11,472,715 11,664,743 10,507,356




Note 30

Telecommunications

Hispasat 6,571 6,638 5,395

6,571 6,638 5,395

Airports

ACDL/tbi 168,912 174,642 173,019

dca/mbj 68,822 66,704 70,006

237,734 241,346 243,025

Car parks

saba (group) 455,536 435,773 427,091

Logistics parks

Cilsa 59,572 - -

sevisur 6,227 6,474 6,227

65,799 6,474 6,227

Administrative concessions patents and trademarks (net value)

12,238,355 12,354,974 11,189,094

The additions to this account in 2010 relate mainly to the sanef group as a result of the investments made during the year in expanding the capacity of the motorway network.

Furthermore, “Others” mainly includes the intangible assets of ACDL/TBI (Euros 190,804 thousand, net, at 31 December 2010 and Euros 188,820 thousand, net, at the 2009 year end) relating mainly to licenses for operating certain airports, booked at fair value when acquired at the beginning of 2005.

At 31 December 2010 capital grants total Euros 152,691 thousand (Euros 150,467 thousand in 2009), after subtracting intangible assets (mainly under “Administrative concessions, patents and trademarks”). They are released on a straight-line basis to profit and loss on the basis of the useful life of the asset financed and total Euros 7,164 thousand (Euros 7,492 thousand in 2009), reducing the depreciation charge for the year. These capital grants basically relate to the sanef group (Euros 118,075 thousand in 2010 and Euros 124,263 thousand in 2009), which were granted by the French Government.

25 CSR AAAR

The translation differences generated during the year relate mainly to intangible assets in the UK (Pounds Sterling 521,272 thousand in 2010 and Pounds Sterling 534,419 thousand in 2009) and to intangible assets in Chile (Chilean Pesos 1,121,572,727 thousand in 2010 and Chilean Pesos 1,172,973,851 in 2009), in both cases as a result of the revaluation at the year end of the respective currency.

The breakdown of goodwill in subsidiary and multi-group companies assigned to each of the different cash generating units defined by Group Management, in accordance with their respective business segment and the concession that gave rise to the goodwill, is as follows:

2010 2009 (*)

Toll Motorways

Grupo HIT/sanef 2,824,092 2,824,092

iberpistas 308,224 308,224

avasa 245,650 245,650

aucat 178,447 178,447

Autopista Central 152,511 131,419

Trados 45 29,872 29,872

rutas del pacífico 31,063 26,768

aulesa 9,985 9,985

Others 3,441 3,358

3,783,285 3,757,815

Telecommunications

Hispasat 144,279 144,279

tradia 42,014 42,014

overon 15,964 15,964

202,257 202,257

Airports

ACDL/tbi 245,850 238,293

dca/mbj 27,658 25,270

Others 8,540 8,049

282,048 271,612

2010 2009 (*)

Car parks

saba (group) 114,757 113,995

Logistics parks

abertis Portugal Logística 4,774 4,774

Cilsa 10,603 -

15,377 4,774

Goodwill 4,397,724 4,350,453

(*) This account, under IFRIC 12, presents no variations against the aggregates in the 2009 consolidated annual accounts.

As indicated in Note 3.b), at the year end an evaluation is made to determine if any of the goodwill recorded has been impaired based on the calculation of value in use of its corresponding cash generating unit, or the market value (price of similar recent transactions in the market) if higher.

To determine this current value of the future cash flows from the investment, the following has been carried out:

• Determining the time in which it is estimated that the respective investment will generate cash flows (concession term for operator companies, most of which expire between 10 and 30 years).

• The respective projections have been made of revenues and expenses, using the following general criteria:

o For revenues, in order to estimate the evolution of prices, the group has taken into consideration the official evolution of the consumer price index (CPI) of each country in which investments are made (taking into account for operator companies the respective price revision formulas based on the evolution of the local CPI and/or specific adjustments to it). As for activity, the group uses as its reference for estimating the growth of gross domestic product (GDP) foreseen by the respective official bodies of each country (as revised in each case), also taking into account historical experience of the evolution of the activity in each investment against GDP, the degree of maturity of each infrastructure and other specific aspects that could affect future activity.

o As for expenses, their evolution has been based on the foreseeable evolution of the respective CPIs, and the evolution of the business.

26 CSR AAAR

o In order to estimate the investments in maintenance and improvement of infrastructures, the group has used the best estimates available based on the experience of each company and taking into account the evolution of the projected activity.

• The projections have been updated at the discount rate resulting from adding to the long-term cost of money, the risk assigned by the market to each country where the activity takes place, the risk premium assigned by the market to each business, and the financial structure. In general the discount rates used are within the range of 6%-10%.

As a result of the impairment test made, the different cash generating units to which the various goodwills are assigned are deemed capable of recovering the net value of each goodwill recorded at 31 December 2010. Consequently, there is no need to record any provisions for impairment. Thus, we should point out that:

• In respect of the impairment tests of the Spanish motorways, (mainly those of the Iberpistas Group and aucat), the recoverable value (determined on the basis of the value in use, as mentioned above) that is obtained from the same exceeds the carrying value of the respective goodwills in such a way that if significant changes were made to the assumptions used in these calculations, no significant impairment risk would arise.

• As for the goodwill of HIT/Sanef (arising from its acquisition in 2006), it should be noted that the revenues recorded in 2010 (as in 2009 and previous exercises) have been higher than those taken into account in the model used to determine the value of the intangibles and goodwill at the acquisition date, and, accordingly, the value in use obtained sufficiently exceeds the carrying value of the goodwill that was recorded, and no significant risk of impairment arising from changes in the assumptions used would arise.

• In relation to the impairment tests of the total goodwill of the ACDL/TBI Group, the recoverable value which corresponds mainly to the Luton airport concession (which at the 2010 year end represents 50% of the total, 49% in 2009) and the airports owned in Belfast and Cardiff, (which in both cases has been determined on a value in use basis), which is obtained from the aforementioned tests, sufficiently exceeds the carrying value in such a way that if significant changes were considered to the assumptions used, no significant impairment risks would arise.

7. INVESTMENT PROPERTY

The variations in this account have been as follows:

2010 2009 (*)

At 1 January

Cost 374,329 299,571

Accumulated depreciation and impairment (12,517) (7,657)

Net carrying value 361,812 291,914

Year

Opening net carrying value 361,812 291,914

Currency translation differences 5,486 4,458

Additions 25,539 21,291

Disposals (Net) - (890)

Transfers (3,710) 50,815

Changes in scope and business combinations 74,219 -

Depreciation charge (5,647) (4,864)

Impairment (13,549) -

Others - (912)

Closing net carrying value 444,150 361,812

At 31 December

Cost (**) 494,455 374,329

Accumulated depreciation and impairment (50,305) (12,517)

Net carrying value 444,150 361,812

(*) This account, under IFRIC 12, presents no variations against the aggregates in the 2009 consolidated annual accounts.

(**) In 2010 includes Euros 44,024 thousand (Euros 63,550 thousand in 2009) in Investment property under construction.

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The additions for 2010 due to changes in the consolidation scope and business combinations relate to the impact of the proportional consolidation of 44% of Centro Intermodal de Logística, S.A. (cilsa), effective for accounting purposes at 31 December 2010, as part of the corporate reorganisation set forth in Note 2.b.vii (Euros 92,811 thousand in cost and Euros 18,592 thousand in accumulated depreciation).

As indicated in Note 3.d, Group investment property includes (measured at cost) land, buildings and other constructions held by the Group for the activity of its “logistics parks” business (consisting of investment in construction of industrial sheds in industrial parks for future rent to third parties).

In order to identify their fair value, the latter is determined using the discounting of available cash flows on the basis of the existing medium-term lease arrangements. To do this, projections of income and expenses have been prepared using general criteria similar to those described in Note 6.

As a result of determining the fair value of these assets (as value in use), the impairment of certain logistics assets totalling Euros 13,549 thousand has come to light.

The exchange differences generated during the year relate mainly to assets in Chile (assets totalling Chilean Pesos 28,742,803 thousand in 2010 and Chilean Pesos 24,854,757 in 2009), in both cases as a result of the revaluation at the year of the respective currency.

It is Group policy to contract the insurance policies considered necessary to cover possible risks that might affect its investment property.

8. INVESTMENTS IN ASSOCIATES

The movement recorded in this entry of the consolidated balance sheet is as follows:

20102009

(Restated See Note 30)

At 1 January 1,373,983 1,346,800

Additions and business combinations 24,851 41,657

Disposals - (1,007)

Variation in scope (27,503) (34,279)

Share in (loss)/profit (1) (See Note 13.c.iii) 116,971 77,120

Cumulative translation adjustments 26,224 5,947

Dividends accrued (See Note 26.c) (76,021) (59,457)

Cash flow hedges (see Note 13) 26,240 (5,442)

Others (3,668) 2,644

At 31 December 1,461,077 1,373,983

(1) The share in (loss)/profit is stated after tax and non-controlling interests.

The additions and business combinations for the year, as in 2009, relate mainly to the capital increases made by the investee company A’Liernor.

The disposals for 2010 due to changes in the consolidation scope relate mainly to the value of 32% of the shareholding that abertis held until that time in Centro Intermodal de Logística, S.A. (cilsa), see Note 2.b.vii. This account in the movement for 2009 related to the value at 30 June 2009 of 25% of the shareholding that until that time abertis held in the operator company Elqui, S.A, of which it acquired the remaining 75% in order to fully consolidate it.

The exchange differences generated during the year relate mainly to the shareholdings in Mexican associates (investment of Mexican Pesos 2,581,402 thousand at 31 December 2020 and Mexican Pesos 2,625,683 thousand at 31 December 2009) as a result of the revaluation of the Mexican Peso (MXN).

The breakdown of the interests in associates accounted for by equity accounting at 31 December is as follows:

2010 2009 (*)

Eutelsat 1,068,826 1,037,191

AMP/GAP 186,499 165,433

A’lienor 66,175 41,652

Autema 46,347 21,176

Hisdesat and others 28,380 24,383

Túnel del Cadí 22,165 17,901

Coviandes 13,338 11,165

RMG 10,125 10,078

Aerocali 8,992 8,352

Torre Collserola 2,614 2,608

saba Italia (Parcheggi and others) 2,188 2,167

Alis/Routalis 2,133 2,021

Coninvial 1,085 -

PTY 889 583

Cota 636 550

SFB Fueling 567 428

La Mercedes 118 136

Cilsa - 26,964

Ciralsa - 1,195

Interests in associates 1,461,077 1,373,983(*) Under IFRIC 12 this account at the 31 December 2009 year end presents no variations against the aggregates in the consolidated annual accounts for 2009. The impact at the transition date of 1 January 2009 (see Note 30) was recorded by the operator Company Elqui, S.A., effective 30 June 2009, which became fully consolidated. Note: See information on associates in Appendix III.

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The shares of Eutelsat are listed on the Paris Stock Exchange and their quotation at the 2010 year end is Euros 27.39/share, and, accordingly, the fair value of the shareholding of abertis at that date in Eutelsat (31.35%) totals Euros 1,891 million (Euros 1,550 million at the 2009 year end at Euros 22.46/share).

The breakdown of the goodwills included in the investments of abertis in associates at the date of acquisition is as follows:

2010 2009 (*)

Toll Motorways

Autema 27,861 27,861

Others 3,486 3,424

31,347 31,285

Telecommunications

Eutelsat 628,255 628,255

Airports

AMP/GAP 30,496 26,667

Aerocali 2,703 2,370

33,199 29,037

Logistics parks

Cilsa (**) - 12,116

Goodwill 692,801 700,693(*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009.

(**) Proportionally consolidated company at the year ended 31 December 2010. See Note 2.b.vii.

9. AVAILABLE-FOR-SALE FINANCIAL ASSETS

The movement in this entry during the year has been as follows:

2010 2009 (*)

At 1 January 1,342,010 983,998

Additions 275 1,661

Disposals (269) (788)

Variation in scope 91 -

Capital gains / losses for revaluations released to other comprehensive income (see Note 13) (256,518) 357,068

Transfers to non-current assets held for sale(612,325) -

Translation differences 1,733 71

At 31 December 474,997 1,342,010

(*) Account which under IFRIC 12 presents no variations against the aggregates in the consolidated annual accounts for 2009.

The available-for-sale financial assets as at 31 December 2010 relate mainly to the stock exchange quotation of the 14.61% interest in Brisa totalling Euros 457,412 thousand (Euros 629,282 thousand at 31 December 2009). At the 2009 close it also included the stock exchange quotation of the 6.68% in Atlantia totalling (Euros 696,973 thousand).

The net loss for the year relates entirely to the shares held by abertis in two listed companies: Brisa (losses for the year of Euros -171,870, vs. Euros 160,388 thousand in gains in 2009), and Atlantia (losses for the year of Euros -84,648 thousand, gains of Euros 196,680 thousand in 2009).

At the 2010 year end the value of the interest in Atlantia (Euros 612,325 thousand) has been transferred on the consolidated balance sheet to the account “Non-current assets held for sale” taking into account the decision of the last Executive Committee of abertis for 2010 to adopt the divestment of this stake. Thus, as indicated in Note 29, on 14 January 2011 abertis sold its entire interest in Atlantia to qualified investors for Euros 625,558 thousand.

We should finally point out that at the 2010 year end the valuation of the stake of abertis in Brisa is lower by Euros 124,727 thousand against cost value (in 2009 it was higher by Euros 47,143 thousand). The total loss for the year in Brisa impacts equity (other comprehensive income) since there is no impairment of the asset as the decrease in the quotation value of the Brisa shareholding below cost value has neither been significant nor prolonged, and, especially, because there is no knowledge that there has been a relevant event in particular (for example, a change in the concession terms and conditions) that has led to a measurable decrease in Brisa’s cash flows.

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10. DERIVATIVE FINANCIAL INSTRUMENTS

The breakdown of the fair value of the derivative financial instruments at year end is as follows:

2010 2009 (*)

Assets Liabilities Assets Liabilities

Interest rate swaps:

Cash flow hedges - 148,109 8 147,571

Fair value hedges 32,272 - 48,879 -

Not classified as hedges 862 - 70 266

Interest rate swaps and cross currency interest rate swaps in non-Euro currency:

Cash flow hedges 714 48,790 1,077 44,020

Hedges of a net foreign investment 152,391 210,985 192,959 109,294

Fair value hedges 49,841 1,962 6,018 53,391

Derivative financial instruments 236,080 409,846 249,011 354,542

Interest rate swaps and cross currency interest rate swaps in non-Euro currency:

Cash flow hedges 714 191,326 1,085 181,363

Hedges of a net foreign investment 152,391 210,985 192,959 109,294

Fair value hedges 82,113 - 54,897 53,391

Non-current part 235,218 402,311 248,941 344,048

Current part 862 7,535 70 10,494


The Group has contracted interest rate swaps and cross currency interest rate swaps, in accordance with the financial risk management policy outlined in Note 4.

The following tables show the derivative financial instruments existing at 31 December classified by swap type, with their notional or contractual values, maturities and fair values:

31 December 2010Notional

value 2011 2012 2013 2014 2015Years

beyondNet fair

value

Interest rate swaps

Cash flow hedges 3,059,018 771,443 167,500 952,998 4,422 33,928 1,128,727 (148,109)

Fair value hedges 433,000 - - 50,000 43,000 32,000 308,000 32,272

Not classified as hedges 1,526,243 1,151,243 375,000 - - - - 862

5,018,261 (114,975)

Cross currency and/or interest rate swaps in non-Euro currency:

Cash flow hedges 112,202 - 6,855 2,582 - 9,683 93,082 (48,076)

Hedges of a net foreign investment 1,405,424 - - 603,419 119,123 682,882 - (58,594)

Fair value hedges 519,118 122,516 - - 142,466 - 254,136 47,879

2,036,744 (58,791)

31 December 2009Notional

value2010 2011 2012 2013 2014

Years beyond

Net fair value

Interest rate swaps

Cash flow hedges 3,579,622 560,394 878,166 221,706 1,018,607 107,392 793,357 (147,563)

Fair value hedges 973,000 - - - 50,000 43,000 880,000 48,879

Not classified as hedges 1,003,101 960,101 43,000 - - - - (196)

5,555,723 (98,880)

Cross currency and/or interest rate swaps in non-Euro currency:

Cash flow hedges 90,385 1,033 1,033 1,033 517 - 86,769 (42,943)

Hedges of a net foreign investment

1,405,424 - - - 603,419 119,123 682,882 83,665

Fair value hedges 509,422 - 122,516 - - 132,769 254,137 (47,373)

2,005,231 (6,651)

a)Interest rate swaps

The notional principal amount of the interest rate swaps outstanding at 31 December 2010 total Euros 5,018,261 thousand (Euros 5,555,723 thousand in 2009), and the fixed interest rates are between 1.55% and 5.73% (between 1.69% and 5.73% in 2009) with the Euribor as the main floating interest rate peg.

During the year certain derivatives were cancelled in advance such as fair value hedges, which converted a fixed rate bond issue into a floating rate. The change in value of the bonds hedged, Euros 54,900 thousand attributable the positive settlement of the derivatives and recorded at their date of cancellation, will

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be amortised, impacting the income statement, based on the effective interest rate method until the maturity of this bond issue.

b) Cross currency interest rate swaps in non-Euro currency

At 31 December 2010 (as in 2009) abertis has various cross currency interest rate and foreign currency swaps of Pounds Sterling 476,000, which counter-value in Euros is 682,882 thousand, which are designated as hedges of net foreign investments in ACDL/TBI. The maturity of the derivative financial instrument is in 2015.

Additionally, and as was the case in 2009, at 31 December 2010 abertis has hedges in Chilean Pesos totalling CP 428,871,370 thousand and a counter-value of Euros 469,377 thousand, arranged through various cross currency swap hedges maturing between 2013 and 2014. These financial instruments are designated as hedges of net foreign investments in different Chilean companies (elqui, gesa, Abertis Chile, Rutas del Pacífico, Autopista Central and opsa).

As for the subsidiary abertis airports, at the close of 31 December 2010 (as in 2009) it has two net foreign investment hedges. The first in order to hedge the risk of its investment in AMP/GAP in Mexican Pesos through a cross currency swap totalling Mexican Pesos 2,736,000 thousand. The counter-value is Euros 183,378 thousand, and matures in August 2013. The second hedge is to cover the risk of the investment in MBJ in USD through a “cross currency swap” of USD 97,772 thousand, or Euros 69,787 thousand, maturing in 2014.

On the other hand, the subsidiary company abertis finance has contracted derivative financial instruments (cross currency interest rate swaps) for a nominal value of Euros 244,704 thousand (no change on 2009), whereby a bond issue in US dollars at a fixed interest rate is translated into Euro-denominated debt with a floating interest rate pegged to the Euribor (fair value hedge).Furthermore, it has similar cross currency swaps of Pounds Sterling 70,000 thousand and USD 46,513 thousand as hedges of a loan extended to ADCL and TBI, Ltd., respectively, for the same amounts and maturities in 2014 in both cases qualifying also as fair value hedges. Additionally, this company has contracted a fair value hedge for a nominal amount of Euros 153,610 whereby a bond issue in Japanese Yen at a fixed interest rate is translated into Euro-denominated debt at a fixed rate.

Finally, we should point out that at 31 December 2010 (as in 2009) Autopista Central, S.A. has a cross currency swap (maturing in 2026) in order to eliminate the exchange rate risk related to the USD-denominated bond issue totalling USD 124,375 thousand, taking into account the 50% stake of abertis in this multi-group company.

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11. TRADE AND OTHER RECEIVABLES

The breakdown of this entry at year end is as follows:


Restated – See Note 301 January 2009


Non current Current Total Non current Current Total Non current Current Total

Trade debtors - 497,925 497,925 - 481,691 481,691 - 419,087 419,087

Bad debt provision (impairment) - (43,779) (43,779) - (34,033) (34,033) - (26,673) (26,673)

Trade debtors-net - 454,146 454,146 - 447,658 447,658 - 392,414 392,414

Accounts receivable – companies accounted for by equity accounting:

Accounts receivable - 3,791 3,791 - 2,921 2,921 - 4,316 4,316

Loans 152,013 6,967 158,980 79,067 - 79,067 76,210 1,846 78,056

Impairment provision (35,296) - (35,296) - - - - - -

116,717 10,758 127,475 79,067 2,921 81,988 76,210 6,162 82,372

Debtors for compensation from Public Administration 752,632 225,013 977,645 566,274 196,574 762,848 154,618 177,943 332,561

Current tax assets - 80,644 80,644 - 48,315 48,315 - 127,897 127,897

Other accounts receivable – related parts (see Notes 18 and 26) 5,600 - 5,600 - 7,127 7,127 - 7,646 7,646

Other accounts receivables 96,784 178,575 275,359 76,146 173,266 249,412 73,673 184,115 257,788

Trade and other accounts receivable 971,733 949,136 1,920,869 721,487 875,861 1,597,348 304,501 896,177 1,200,678

Note: Certain amounts in this breakdown of trade and other receivables (specifically “Debtors for compensation from Public

Administration”) do not relate to those in the consolidated annual accounts for 2009, and reflect the adjustments made under IFRIC

12, as indicated in Note 3 and Note 30.

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The debtor balances are shown at their amortised cost and there are no significant differences with respect to their nominal value

“Debtors for compensation from Public Administration” includes the outstanding amounts refundable from the Administrations granting concessions related to various arrangements reached (rate rebates, free-transit, compensation and others). Some of these arrangements (or even the concession arrangements for some airports) have been recorded under IFRIC 12 as indicated in Note 3.e.ii as per the mixed or financial model. These debtor balances accrue interest to the Group once the agreed maturity date expires.

The movement in the non-current debtor balances with public administrations is as follows:

Debtors for compensation from Public Administration –

non-current

2010

2009 Restated –

See Note 30

At 1 January 566,274 154,618

Additions to scope (*) - 254,402

Additions 169,344 61,670

Release to the consolidated income statement:

- for economic compensation 98,333 76,760

- restatement/financial effect (see Note 20.d) 40,074 29,861

Transfers (see Note 15) (101,521) -

Utilisations for the year (40,812) (23,081)

Others (5,969) -

Exchange differences 26,909 12,044

At 31 December 752,632 566,274

(*) In 2009 due to the acquisition of Itínere effective 30 June 2009 relating to various shareholdings in companies in which abertis was

already a shareholding (basically an additional 75% of Elqui, thus becoming fully consolidated).

Amongst these arrangements we find Royal Decree 457/2006, which contains as an Appendix the Arrangements between the Government and acesa, for the modification of certain terms of the Barcelona-La Jonquera, Barcelona-Tarragona, Montmeló-El Papiol and Zaragoza-Mediterráneo toll motorway concession.

The aforementioned Arrangement stipulates the construction of an additional lane along certain stretches of the AP-7 toll motorway, as well as the implementation of a close toll system. In order to carry out these works, the arrangements estimates that the total value of the investment could reach up to Euros 500 million (at 31 December 2010 the net value of the investment made totals Euros 250,809 thousand, Euros 110,545 thousand at 31 December 2009).

Accordingly, the Arrangement states that the additional income that may arise from the increased capacity of the motorway would be allocated to restoring the economic-financial balance altered by the actions laid down under the Arrangement, which also sets out the procedure for calculating the economic compensation that the operator would receive if said economic-financial balance has not been restored when the concession expires.

The receivable balance at 31 December 2010 totals Euros 457,325 thousand (Euros 212,385 thousand at 31 December 2009), and the impact on operating income for the year totals Euros 90,980 thousand while net financial income for the year totals Euros 13,697 thousand (Euros 76,760 thousand and Euros 5,419 thousand, respectively, in 2009).

Furthermore, amongst the preceding arrangements, we should also mention the contents of Royal Decree 483/1995 entered into as an arrangements in January 2010 with the Government of Catalonia, which has as an appendix a master collaboration Arrangement setting forth the general conditions of modification and adaptation of the widening of the stretch of the C-32 motorway between Palafolls and the connection with provincial road GI-600, together with other road improvements and mobility management linked to the motorway and its operations in the Maresme corridor. The total value earmarked for the investments total Euros 96 million.

As was the case with the AP-7 motorway arrangement, the C-32 motorway arrangement also stipulates that the additional income that may arise from the increased capacity of the motorway would be allocated to restoring the economic-financial balance altered by the actions laid down under the Arrangement, which also sets out the procedure for calculating the economic compensation that the operator would receive if said economic-financial balance has not been restored when the concession expires.

The receivable balance at 31 December 2010 totals Euros 43,197 thousand and the impact on operating income for the year totals Euros 7,353 thousand while net financial income for the year totals Euros 1,180.

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The breakdown of balances with associates is as follows:

2010 2009 (*)

Non-current

Current TotalNon-

currentCurrent Total

Ausol - 3,044 3,044 - 1,800 1,800

Cota - 228 228 - 256 256

Alazor - 107 107 - 475 475

Ciralsa - 96 96 - 111 111

Other holdings - 316 316 - 279 279

Accounts receivable - 3,791 3,791 - 2,921 2,921

Alis 41,387 - 41,387 39,909 - 39,909

Irasa 35,296 - 35,296 14,940 - 14,940

Alazor 32,765 - 32,765 11,062 - 11,062

Ciralsa 22,711 - 22,711 - - -

A’lienor 13,125 - 13,125 2,180 - 2,180

RMG 6,229 - 6,229 5,377 - 5,377

Coviandes - 6,967 6,967 - - -

Cilsa - - - 5,099 - 5,099

Other holdings 500 - 500 500 - 500

Loans extended 152,013 6,967 158,980 79,067 - 79,067

Impairment provision

Irasa (see note 20.d) (35,296) - (35,296) - - -

(35,296) - (35,296) - - -

Total 116,717 10,758 127,475 79,067 2,921 81,988


The non-current debtor balance with Irasa, Alazor y Ciralsa at 31 December 2010 relates mainly to the loans extended basically to finance the companies for the expropriation cost overruns.

Given certain indications of impairment of some of these loans, the Group has evaluated their recoverability and the capacity that these companies are expected to have in facing the repayment of their debt, on the basis of future cash flow projections taking into account as well the impact of the financing of these

companies. To do this the financial balancing measures have been borne in mind (basically to offset the cost overruns for works and expropriations) established in the following legal provisions:

• Additional amendment 41 to the 2010 Budget Act (Law 26/2009/23 December) by virtue of which the Government grants the companies participating loans to cover the cost overruns for expropriations that exceed 175% of the tenders.

• RDL 1610/2010/26 November, which adopted an increase in the term of the concession and tariffs for Henarsa/Irasa, in order to re-balance the costs for additional works not foreseen in the tender, as well as the repayment of the participating loans from the Government mentioned above and their respective remuneration.

• RDL 1770/2010/23 December which adopted an increase in the tariffs for Acsesos de Madrid/Alazor in order to re-balance the costs for additional works not foreseen in the tender, as well as the repayment of the participating loans from the Government mentioned above and their respective remuneration.

• Draft Bill 621/000076 on the universal postal service, the rights of users and the postal market, adopted by the Senate on 21 December 2010, which additional provision 8 includes additional, supplementary measures to those laid down in the aforementioned Additional Provision 41 of Law 26/2009/23 December.

The impairment tests brought to light impairment of the entire loan to Irasa, and, accordingly, at the 2010 year end, the respective impairment accrual has been charged.

12. CASH AND CASH EQUIVALENTS

The breakdown of the cash balance and other equivalent assets at 31 December has been as follows:

2010 2009 (*)

Cash and banks 161,375 140,461

Term deposits in credit institutions maturing in less than 3 months 320,953 201,308

Cash and cash equivalents 482,328 341,769


At the 2010 year end the balance of this account relates mainly to HIT/sanef (Euros 184 million against Euros 100 million in 2009), ACDL/TBI (Euros 43 million against Euros 52 million in 2009), abertis chile group (Euros 87 million against Euros 45 million in 2009), Invin group (Euros 36 million against Euros 27 million in 2009) and Hispasat (Euros 32 million against Euros 26 million in 2009).

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13. NET EQUITY

The movement in consolidated net equity during the year has been as follows:

Reserves (b)

Capital, share premium and

treasury shares (a)

Hedge ReserveAvailable-for-sale financial

assets

Cumulative translation

adjustmentsTotal

Retained earnings and

Other reserves (c)

Non-controlling

interests (d)Net Equity

At 1 January 2010 (restated – See Note 30) 2,373,733 (14,061) 269,264 (105,990) 149,213 1,476,722 1,334,421 5,334,089

Income (expenses) recorded in equity:

Available-for-sale financial assets - - (256,518) - (256,518) - - (256,518)

Cash flow hedges - (110,280) - - (110,280) 40,643 (3,382) (73,019)

Currency translation differences - - - 162,271 162,271 - 61,287 223,558

Actuarial gains and losses - - - - - (15) (49) (64)

Others - - - - - (46,154) 6,340 (39,814)

Net income for the year - - - - - 661,615 81,734 743,349

2009 final dividend - - - - - (211,154) (68,418) (279,572)

2010 interim dividend - - - - - (221,711) - (221,711)

Variation in scope - - - - - - (1,719) (1,719)

Treasury shares 2,117 - - - - - - 2,117

Increase / (decrease) in capital - - - - - - 22,786 22,786

At 31 December 2010 2,375,850 (124,341) 12,746 56,281 (55,314) 1,699,946 1,433,000 5,453,482

Note: The income and expenses recognised in net equity are presented net of their tax impact.

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Reserves (b)

Capital, share premium and

treasury shares (a)

Hedge ReserveAvailable-for-sale financial

assets

Cumulative translation

adjustmentsTotal

Retained earnings and

Other reserves (c)

Non-controlling

interests (d)Net Equity

AT 1 January 2009 2,328,070 135,817 (87,804) (231,516) (183,503) 1,228,034 1,406,365 4,778,966

Changes in accounting policies (see Note 30) - - - - - (268,763) (126,840) (395,603)

AT 1 January 2009 (restated – See Note 30) 2,328,070 135,817 (87,804) (231,516) (183,503) 959,271 1,279,525 4,383,363

Income (expenses) recorded in equity:

Available-for-sale financial assets - - 357,068 - 357,068 - - 357,068

Cash flow hedges - (149,878) - - (149,878) (5,442) (13,995) (169,315)

Currency translation differences - - - 125,526 125,526 - 69,019 194,545

Actuarial gains and losses - - - - - (10,935) (1,710) (12,645)

Others - - - - - 365,938 9,699 375,637

Net income for the year - - - - - 623,726 60,425 684,151

2008 final dividend - - - - - (201,099) (63,495) (264,594)

2009 interim dividend - - - - - (211,154) - (211,154)

Variation in scope - - - - - 586 (586) -

Treasury shares 1,494 - - - - - - 1,494

Increase / (decrease) in capital 44,169 - - - - (44,169) (4,461) (4,461)

At 31 December 2009 (restated) 2,373,733 (14,061) 269,264 (105,990) 149,213 1,476,722 1,334,421 5,334,089

Note: The income and expenses recognised in net equity are presented net of their tax impact

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a) Capital, share premium and treasury shares

The amount and movement in this account during the year has been as follows:

Share capitalShare

premiumTreasury shares Total

At 1 January 2010 2,111,537 523,309 (261,113) 2,373,733

Net change in treasury shares - - 2,117 2,117

Increases / (decreases) 105,576 (105,576) - -

At 31 December 2010 2,217,113 417,733 (258,996) 2,375,850

Share capitalShare

premiumTreasury shares Total

At 1 January 2009 2,010,987 579,690 (262,607) 2,328,070

Net change in treasury shares - - 1,494 1,494

Increases / (decreases) 100,550 (56,381) - 44,169

At 31 December 2009 2,111,537 523,309 (261,113) 2,373,733

Note: Accounts which under IFRIC 12 present no variations against the aggregates in the consolidated annual accounts for 2009.

At 31 December 2010, the share capital of abertis was made up of 739,037,783 shares, grouped into a single class and series, with a nominal value of Euros 3 per share, fully subscribed and paid up.

On 27 April 2010, the Annual Shareholders’ Meeting of abertis approved a bonus share issue to be charged against the Share Premium Reserve, which includes, amongst others, the amount relating to the Revaluation Reserves of companies involved in takeover mergers carried out in prior years in the proportion of one new share for every 20 shares, representing a sum of Euros 105,576 thousand (35,192,275 ordinary shares). The movement recorded in the number of abertis shares during the year has been as follows:

Number of Ordinary Shares

2010 2009

At 1 January 703,845,508 670,329,056

Bonus share issue 35,192,275 33,516,452

At 31 December 739,037,783 703,845,508

All the shares of abertis are listed on the stock exchanges of Barcelona, Bilbao, Madrid and Valencia, being traded on the Spanish electronic trading system. These shares are traded on the main board (continuous market) and form part of the Ibex 35 index.

The shares of abertis are entered in the share registry and according to the information available, at 31 December 2010, the most significant shareholdings are as follows:

Caja de Ahorros y Pensiones de Barcelona “la Caixa” (1) 28.98%

Joint share of Trebol Holding S.a.r.L / ACS, Actividades de Construcciones y Servicios, S.A. 25.83%

54.81%

(1) Indirect holding of 20.22% through the company Criteria CaixaCorp, S.A. under its control, and 8.26% through other companies

in its group.

In August 2010 the shareholder ACS, Actividades de Construction y Servicios, S.A., which until that time held 25.83% of abertis (11.87% indirectly through other group companies), as part of a concerted action with Trebol Holding S.a.r.L, sold a 10.28% stake in abertis to Admirabilia, S.L. (99% owned by the ACS group and 1% owned by Trebol International, B.V.), and 15.55% to Trebol International B.V. (99% owned by Trebol Holding S.a.r.L and 1% owned by the ACS group). The voting rights of both companies break down as follows: 60% belongs to Trebol Holding S.a.r.L (company managed by the investment fund manager CVC Capital Partners) and the remaining 40% belongs to the ACS group.

The Board of Directors was authorised by the Annual General Meeting of 27 April 2010 to increase share capital, through one or more capital issues though cash contributions, up to a maximum amount of Euros 1,108,557 thousand, during the period up to 27 April 2015. This power remains fully operative.

Using the powers delegated by the Annual Shareholders’ Meeting, in 2010 (as in 2009) abertis has given treasury shares to its employees.

The movement recorded in the treasury shares portfolio during 2010 has been as follows:

Number Par value Acquisition / Sale cost

At 1 de January de 2010 13,971,451 41,914 261,113

Bonus share issue (1) 692,909 2,079 -

Sale / Giving (113,262) (340) (2,117)

At 31 December 2010 14,551,098 43,653 258,996

(1) Bonus share issues charged to reserves in the proportion of one new share for each 20 old shares, as per resolution of the General

Meeting of Shareholders of 27 April 2010.

37 CSR AAAR

Number Par value Acquisition / Sale cost

At 1 de January de 2009 13,382,267 40,147 262,607


Sale / Giving (76,173) (229) (1,494)

At 31 December 2009 13,971,451 41,914 261,113


Meeting of Shareholders of 31 March 2009.

b) Reserves

i) Hedge reserve

Corresponds to the reserve generated by the effective portion of changes in the fair value of the derivative financial instruments designated and classified as cash flow hedges and/or net investments abroad, for fully or proportionally consolidated companies.

ii) Available-for-sale investments

Corresponds to the unrealised gains and losses that arise from changes in the fair value of investments classified as available-for-sale. The decrease during the year relates to the net losses recorded for the shares of Brisa and Atlantia (see Note 9).

iii) Cumulative translation adjustment

The breakdown of this entry at 31 December has been as follows:

20102009

RestatedSee Note 30

ACDL Group (GBP) (131,337) (152,465)

Invin Group(*) (Chilean Peso) 162,932 81,750

abertis chile Group (**) (Chilean Peso) 22,636 260

MBJ (USD) 11,165 6,001

Codad (Colombian Peso) (10,947) (18,453)

Other subsidiary companies (5,753) (4,628)

Group 48,696 (87,535)

AMP/GAP (Mexican Peso) 3,616 (20,500)

Coviandes (Colombian Peso) 4,224 2,708

Other subsidiary companies (255) (663)

Group 7,585 (18,455)

56,281 (105,990)

(*) Relating mainly to Autopista Central (Euros 130,843 thousand in 2010 and Euros 60,714 thousand in 2009).

(**) Relating mainly to abertis chile (Euros 12,721 thousand in 2010 and Euros -87 thousand in 2009) and Elqui (Euros 10,087

thousand).

The evolution of the currency translation differences in 2010 (as in 2009) is mainly due to the appreciation of the Pound Sterling and Chilean Peso.

38 CSR AAAR

c) Retained earnings and other reserves

The breakdown and movement in this account at 31 December is as follows:

31 December 2010

1 January 2010 restated

Actuarial gains and losses

Distribution of result

Net income for the year

Interim dividend Others31 December

2010

Legal reserve 406,601 - 55,132 - - - 461,733

Retained earnings (excluding net income for the year) 657,549 (15) 146,286 - - (5,511) 798,309

Net income for the year 623,726 - (623,726) 661,615 - - 661,615

Interim dividend (211,154) - 211,154 - (221,711) - (221,711)

1,476,722 (15) (211,154) 661,615 (221,711) (5,511) 1,699,946

31 December 2009 (restated)

1 January 2009

Changes in accounting

policies (see Note 30)

1 January 2009

Restated

Actuarial gains and

losses

Distribution of result


Interim dividend

Variation in scope

Capital increase

Other31 December

2009restated

Revaluation reserve under Royal Decree Law 7/1996/7 June

44,169 - 44,169 - - - - - (44,169) - -

Legal reserve 354,794 - 354,794 - 51,807 - - - - - 406,601

Retained earnings (excluding net income for the year)

411,818 (268,763) 143,055 (10,935) 164,347 - - 586 - 360,496 657,549

Net income for the year 618,352 - 618,352 - (618,352) 623,726 - - - - 623,726

Interim dividend (201,099) - (201,099) - 201,099 - (211,154) - - - (211,154)

1,228,034 (268,763) 959,271 (10,935) (201,099) 623,726 (211,154) 586 (44,169) 360,496 1,476,722

39 CSR AAAR

On 27 April 2010, the Annual Shareholders’ Meeting of abertis approved payment of a final dividend for 2009 of Euros 0.30 gross per share, which represents Euros 211,154 thousand (Euros 201,099 thousand at 31 December 2009, for a final dividend for 2008 of Euros 0.30 per share).

i) Legal reserve

In accordance with the Spanish Corporate Enterprises Act, 10% of the annual profits must be allocated to the legal reserve until this reserve reaches at least 20% of the capital. The legal reserve cannot be distributed to shareholders unless the Company is wound up.

The legal reserve can be used to increase capital in the part of the balance that exceeds 10% of the capital already increased.

Apart from the purpose mentioned above, provided that this reserve does not exceed 20% of share capital, it can only be used to offset losses when there are no other reserves available for this purpose.

ii) Retained earnings (excluding net income for the year) and other reserves

This account includes the “goodwill reserve”, which, as from 2008, and under current corporate legislation in force (art. 273 of the Spanish Corporate Enterprises Act), must be set up by the Spanish companies in the abertis Group. These companies must make appropriations to a non-distributable reserve equivalent to the goodwill stated under assets that amounts to at least 5% of the goodwill. If these earnings do not exist or were insufficient, freely distributable reserves must be used. As long as the goodwill is maintained, this reserve will not be available for distribution.

At 31 December 2010 the goodwill reserve of abertis totals Euros 30,870 thousand (Euros 15,435 thousand at the year end 31 December 2009) Furthermore, at the 2010 year end, the abertis group companies subject to this requirement have proposed making the respective appropriations as part of the distribution of net income for the year, based on the provisions of the aforementioned article.

Additionally, this account includes the impact on equity in 2009 of Euros 318,824 thousand, arising from having recorded the assets and liabilities that abertis already held in avasa at fair value at 30 June 2009, as a result of the acquisition of an additional 50% of this company, effective for accounting purposes at the aforementioned year end.

iii) Net income for the year

The contribution from each company in the consolidation scope to consolidated net income is set out, with the non-controlling interests being shown separately:

Subsidiary /multi-group companies

Consolidatednet income

Net income attributable to non-controlling

interests

Consolidated net income

attributable to parent company

acesa 302,828 - 302,828

sanef 220,672 (104,686) 115,986

aumar 116,942 - 116,942

retevisión 49,014 - 49,014

aucat 34,707 - 34,707

sapn 32,169 (15,269) 16,900

acesa Italia 29,694 - 29,694

abertis Portugal SGPS 26,885 - 26,885

Hispasat 24,275 (526) 23,749

elqui 22,983 - 22,983

iberpistas 16,928 - 16,928

saba Estacionamientos 11,338 (59) 11,279

London Luton Airport Group 10,269 (1,027) 9,242

gco 9,082 (4,668) 4,414

operadora del pacífico 8,476 (1,793) 6,683

tbi 7,814 (781) 7,033

Codad 6,169 (926) 5,243

overon 5,729 - 5,729

tbi Overseas Holding 5,326 (533) 4,793

Trados 45 5,136 - 5,136

mbj 4,614 (1,176) 3,438

tbi Finance 2,846 (285) 2,561

serviabertis 2,782 - 2,782

rutas del pacífico 2,111 (431) 1,680

abertis logística 2,068 - 2,068

gesa 1,669 - 1,669

40 CSR AAAR




interests



bet eire flow 1,651 (948) 703

Cardiff Internationational Airport 1,514 (151) 1,363

Belfast International Airport 1,492 (149) 1,343

tradia 1,356 - 1,356

tbi Airport Management 1,159 (116) 1,043

Orlando S. Domestic 1,128 (113) 1,015

apr 1,030 - 1,030

satsa 1,009 (125) 884

dca 979 - 979

Plaza Ciudadanía 927 (5) 922

sevisur 838 (335) 503

adesal 773 - 773

slovtoll 764 (363) 401

abertis autopistas España 718 - 718

Parc Logístic de la Zona Franca 616 - 616

abertis Motorway UK Ltd. 584 - 584

eurotoll 575 (273) 302

saba Portugal 481 (3) 478

sanef Tolling 339 (214) 125

LLAG Investment UK 293 (29) 264

abertis Finance 275 - 275

spasa 252 (102) 150

sanef aquitane 249 (118) 131

Sea 14 218 (103) 115

Santoll 206 (98) 108

saba Levante 124 (1) 123

tbi Costa Rica 77 (8) 69

ACDL 35 (4) 31

Rabat (*) 31 (15) 16




interests



abertis USA 29 - 29

Ladecon 22 (9) 13

tbi International Airport 8 (1) 7

tbi Aviation 1 - 1

abertis sanef logistique (4) 1 (3)

TDM (**) (4) 1 (3)

sanef Doo (6) 3 (3)

invicat (7) - (7)

Santa Caterina (11) - (11)

Gicsa (13) - (13)

rutas II (30) 6 (24)

tbi Real State Holding (36) 4 (32)

saba Italia (176) (199) (375)

Hit Finance (279) 132 (147)

tbi US Operations Inc (283) 18 (265)

saba Chile (360) 2 (358)

consorci plataformes logístiques (388) 190 (198)

Areamed (604) - (604)

abertis Portugal Logística (679) - (679)

saba Inmobiliaria (734) 4 (730)

Orlando S. International (892) 89 (803)

abertis Chile Logística (1,092) - (1,092)

Stockholm Skavsta (1,137) 114 (1,023)

Invin (1,342) 568 (774)

sanef saba Parkings France (1,455) 348 (1,107)

Inversiones Nocedal (1,547) 654 (893)

abertis autopistas Chile (1,706) - (1,706)

tbi US Holding (1,849) 185 (1,664)

aulesa (1,986) - (1,986)

41 CSR AAAR




interests



abertis Chile (7,029) - (7,029)

Arasur (8,267) - (8,267)

abertis airports (10,285) - (10,285)

tbi Airport Holdings (11,152) 1,115 (10,037)

avasa (12,298) - (12,298)

castellana (14,244) - (14,244)

Autopista Central (29,409) 12,440 (16,969)

abertis telecom (51,167) - (51,167)

HIT (80,156) 38,034 (42,122)

abertis (115,274) - (115,274)

Group 626,378 (81,734) 544,644

(*) Contribution to the abertis consolidation until 1 October 2010.

(**) Contribution to the abertis consolidation until 1 June 2010.

AssociatesConsolidated

income for the year


interests



Eutelsat 83,076 - 83,076

Coviandes 20,665 - 20,665

Hisdesat and others 3,936 - 3,936

Túnel del Cadí 3,216 - 3,216

Autema 3,089 - 3,089

AMP / GAP 2,241 - 2,241

Coninvial 1,099 - 1,099

PTY 687 - 687

Aerocali 536 - 536

Cilsa (*) 320 - 320

Routalis 271 - 271

SFB Fueling 106 - 106

AssociatesConsolidated

income for the year


interests



Cota 72 - 72

Torre Collserola 8 - 8

Las Mercedes (8) - (8)

saba Italia (Parcheggi and others) (260) - (260)

A’lienor (320) - (320)

RMG (568) - (568)

Ciralsa (1,195) - (1,195)

Consolidated by equity accounting

116,971 - 116,971

Net income for the year 743,349 (81,734) 661,615

(*) Contribution to the abertis consolidation of companies consolidated by equity accounting until 31 December 2010, the date on

which Cilsa became proportionally consolidated.

d) Non-controlling interests

Non-controlling interests (formerly “Non-controlling interest”) relate mainly to Holding d’Infrastructures de Transport S.A.S (HIT), 52.55% owned by abertis (Euros 886 million in 2010 and Euros 1,005 million in 2009), and to Inversora de Infraestructuras, S.L (INVIN) 57.70% owned by abertis (Euros 398 million in 2010 and Euros 347 million in 2009).

The final dividend for 2009 relates mainly to the payment made for this item by Holding d’Infrastructures de Transport S.A.S (HIT) to the rest of its shareholders.

Additionally, the capital increase for 2010 is due to the capital increase made by Consorcio de Plataformas Logísticas, S.A. (cpl), see Note 2.b.vii. In 2009 the capital reduction was mainly due to the reduction of the share premium account booked by Holding d’Infrastructures de Transports S.A.S (HIT).

e) Interim dividend and proposed dividends

The determination of the distribution of dividends is made on the basis of the parent company accounts of Abertis Infraestructuras, S.A., under the mercantile legislation in force in Spain.

The dividends to be distributed to shareholders are recorded as liabilities in the consolidated annual accounts as soon as the dividends are approved by the Annual Shareholders’ Meeting (or by the Board of Directors in the case of interim dividends) until their payment.

42 CSR AAAR

In 2010 an interim dividend totalling Euros 221,711 thousand was paid, equivalent to Euros 0.30 gross per share, payable on all the shares that make up the share capital of Abertis Infraestructuras, S.A.

The following provisional accounting statement was prepared by Abertis Infraestructuras, S.A., in accordance with the legal requirements, demonstrating that there was sufficient profit for the distribution of the interim dividend and justifying the existence of sufficient liquidity to make the payment:

Net income for the period from 1 January to 31 August 2010 272,432

Less:

Goodwill reserves (15,435)

Maximum amount available for distribution 256,997

Amount proposed and distributed 221,711

Liquidity available prior to payment (*) 1,378,413

Gross amount of interim dividend (221,711)

Liquidity available after payment 1,156,702

(*) Includes the bank credit facilities not drawn down.

The Directors of Abertis Infraestructuras, S.A. will also submit the following proposed distribution of the 2010 net income of abertis to the Shareholders’ Meeting for approval:

Available for distribution (Profit and loss) 590,846

Distribution:

Dividends 443,422

Goodwill reserve (see Note 13.c.ii) 15,435

Voluntary reserves 131,989

590,846

In the event that on the dividend distribution date abertis were to hold shares without dividend rights, the corresponding amount would be transferred to voluntary reserves.

f) Earnings per share

i) Basic

As shown below, the basic earnings per share are calculated by dividing net income for the year attributable to the equity holders of abertis by the weighted average number of shares in circulation during the year, excluding the average number of treasury shares held by the Group, and taking into account that the impact of the bonus share issue in the proportion of one share for every 20 old shares, adopted by the General Meeting of Shareholders of 27 April 2010, would have occurred at the beginning of the year adjusting its effect retroactively for the periods presented.

2010

2009Restated –

See Note 30

Net income attributable to equity holders 661,615 623,726

Weighted average number of ordinary shares in circulation (thousand) 724,459 724,356

Basic earnings per share (€/share) 0.91 0.86

Diluted earnings per share (€/share) 0.91 0.86

The average number of ordinary shares in circulation has remained stable in 2010 since there have been no significant variations in the number of treasury shares (as mentioned above, the impact of the bonus share issue in the proportion of one share for every 20 old shares, adopted by the General Meeting of Shareholders of 27 April 2010, has been taken into account at the beginning of the year adjusting its effect retroactively for the previous year).

ii) Diluted

Diluted earnings per share are determined using the calculation described above, the effect of taking into account the conversion of all the potential dilutive shares (share options) as if they were ordinary shares of abertis. Thus, it is estimated that the conversion of the shares occurs at the beginning of the year, or, if circulated during the same year, at their date of issue.

In 2010 (as in 2009) abertis maintains potential dilutive shares in the form of share options, although their impact on the average weighted number of shares in circulation is not significant, and, accordingly, diluted earnings per share do not differ from the basic earnings per share.

43 CSR AAAR

14. BORROWINGS

Borrowings break down as follows:

2010 2009 (*)

Non current

Loans from credit institutions 7,721,032 7,523,604

Bonds and other loans 6,517,336 6,313,824

14,238,368 13,837,428

Loans from companies consolidated by equity accounting9,413 10,453

Non current borrowings 14,247,781 13,847,881

Current

Loans from credit institutions 754,950 810,201

Bonds and other loans 140,207 284,054

895,157 1,094,255

Loans from companies consolidated by equity accounting1,034 2,047

Interest on loans and bonds 231,982 241,338

Current borrowings 1,128,173 1,337,640

Borrowings 15,375,954 15,185,521


Non-current payable balances with companies consolidated by equity accounting at the year end 31 December 2010 are mainly with Road Management Group (RMG, Euros 9,672 thousand in 2009).

At 31 December 2010 of total borrowings, Euros 6,540,417 thousand (Euros 6,653,195 thousand in 2009) relate to HIT/Sanef, of which the amount Euros 6,038,296 thousand is non-current borrowings (Euros 6,181,913 thousand in 2009).

Various financing transactions have been carried out during the year that have meant new funds for the Group totalling Euros 983,484 thousand, to meet some of the maturity of the debt in 2010 (cancelling debt totalling Euros 1,135,939 thousand) and improving Group liquidity, thus reinforcing its financial

position. Amongst these of special note is the loan from Banco Europeo de Inversiones (BEI) of Euros 275,000 thousand (Euros 100,000 having been drawn down at December 2010).

Given the Group’s treasury position as indicated in Note 12, net borrowings (excluding payables with companies consolidated by equity accounting and interest on loans and bonds) have increased by Euros 61,283 thousand to Euros 14,651,197 thousand, in spite of the positive free cash flow from investments and dividends paid during the year, basically as a result of the impact on the value of the booking of the fair debt value derivatives (increase of Euros 91,796 thousand), due to the impact of the exchange rate on the borrowings of the group companies (increase of Euros 110,610 thousand, mainly in Chilean companies), for the loans extended to associates and the debt contributed by the new companies consolidated by the Group.

Set out below is the maturity of the non-current borrowings matched to their outstanding terms at the balance sheet date until the date of maturity as stipulated in the respective loan arrangements. Thus, the amount shown below relates to the cash flows stipulated by contract, which differ from the carrying amount of the borrowings due to the effect of applying IFRS criteria set down in IAS-39 and IFRS-3 on borrowings:

2010 2009

Between 1 and 2 years 1,523,400 623,692

Between 2 and 3 years 2,574,347 1,457,876

Between 3 and 4 years 1,124,359 2,469,261

Between 4 and 5 years 793,230 901,373

More than 5 years 8,325,123 8,410,347

Non-current borrowings 14,340,459 13,862,549

Current borrowings 640,980 836,922

Total borrowings 14,981,439 14,699,471

Of the Euros 14,981,439 thousand, Euros 8,462,595 thousand (56%) relate to the borrowings of subsidiary and multi-group companies without recourse to Abertis Infraestructuras, S.A. (Euros 8,299,262 thousand in 2009, also 56%).

Furthermore, the accrual and settlement of interest on the loans mentioned above will be made on the basis of the specific conditions and maturities, and it is estimated that for 2011 an interest payment based on borrowings at the year end at 31 December 2010 totals approximately Euros 679 million (Euros 680 million estimated at the 2009 year end for 2010).

44 CSR AAAR

Of the Euros 1,523,400 thousand maturing between 1 and 2 years, Euros 515,000 thousand have been repaid by Abertis Infraestructuras, S.A. in January 2011. The rest relates mostly to the borrowings that will be repaid with the cash flows of companies holding this debt.

Group borrowings (without taking into account the currency swaps mentioned in Note 10) are denominated in the following currencies:

2010 2009

Euro 13,149,104 13,135,889

Chilean Peso 904,564 789,480

US Dollar 618,434 478,989

Yen 184,077 150,207

Pound Sterling 58,089 78,212

Other currencies 67,171 66,694

Borrowings 14,981,439 14,699,471

As mentioned in Note 10, a large part of borrowings in US Dollars and all the borrowings in Yen are translated into Euros through derivatives.

The average weighted interest rate for 2010 on bond debt issued by lending entities has been approximately 4.53% (4.56% in 2009), and there have been no significant fluctuations between currencies.

At the close of 31 December 2010, 84% (84% also in 2009) of borrowings were fixed interest or fixed through hedges, and, accordingly, possible fluctuations in interest rates that could significantly impact these consolidated annual accounts are not expected.

Thus, the estimated sensitivity of the consolidated income statement resulting from the variation in interest rates on floating debt taking into account the effect of a 50bp variation, would be as follows:

2010 2009

Borrowings in Borrowings in

(million) Euros Pounds Total Euros Pounds Total

Variation of 50pb:

Gross effect before tax10.0 2.3 12.3 7.0 3.5 10.5

Net effect after tax 7.0 1.6 8.6 4.9 2.4 7.3

Additionally, in relation to the sensitivity of fluctuations in interest rates on derivative transactions, we should point out that in aggregate terms the sensitivity of all the operations as a whole in derivatives broken down at 31 December 2010, with a variation in the interest rate curve for the EUR, USD, MXN, YEN, CLP and GBP of 50 basis points, all other variables remaining constant, the fair value of the derivative transactions as a whole would vary by Euros 9.0 million (Euros 9.8 million in 2009), and the net impact on equity would total Euros 19.4 million and Euros 0.001 million on earnings after tax (Euros 27.7 million in net equity and Euros 0.02 million in 2009 earnings after tax).

The carrying value and fair value of the non current bonds and borrowings at the close of the year has been as follows:

2010 2009

Carrying value

Fair valueCarrying

valueFair value

Loans from credit institutions 7,721,032 7,963,039 7,523,604 7,642,867

Bonds 6,517,336 6,448,142 6,313,824 6,526,910

14,238,368 14,411,181 13,837,428 14,169,777

The carrying value of current borrowings is similar to their fair value.

The Group has the following undrawn credit facilities and loans:

2010 2009

Floating rate:

Maturing in less than one year 557,348 981,563

Maturing in more than one year 702,108 227,283

Undrawn credit facilities 1,259,456 1,208,846

The undrawn credit facilities relate primarily to a credit facility contracted by abertis at 31 December 2010 to meet treasury needs.

Finally, we should point out that in relation to the main financing contracts in force at the 2010 year end, there are no (as was also the case in 2009) pignorated financial assets relevant to these consolidated annual accounts guaranteeing liabilities or contingent liabilities. Consequently, there are no commitments or clauses related to the financing arrangements which at the year end of these consolidated annual accounts could make liabilities immediately due and payable to the lender.

45 CSR AAAR

15. DEFERRED INCOME

The movement recorded during the year has been as follows:

Deferred income

2010 2009 (*)

At 1 January 156,400 45,653

Variation in scope and business combinations 6,031 115,175

Increases 811 1,247

Decreases (5,586) (10,506)

Transfers (111,313) -

Cumulative translation adjustment 883 4,831

At 31 December 47,226 156,400


The additions for 2010 due to changes in consolidation scope and business combinations relate mainly to the proportional consolidation of 44% of Centro Intermodal de Logística, S.A. (cilsa), effective for accounting purposes on 31 December 2010, as part of the corporate reorganisation described in Note 2.b.vii. This deferred income is mainly due to compensation for the exploitation of urban development works received from governments, which accrue and are charged to operating income during the time they are carried out.

The transfers for the year have been recorded as a result of the modification in 2010 due to the application of the mixed model under IFRIC 12 by the operator company elqui, effective for the purposes of the presentation of deferred income and debtor balances (see Note 11) with no significant impact on equity.

Additionally, “Deferred income” at 31 December 2010 mainly includes:

• Compensation to Aumar from the Public Administration for works carried out in Sagunto, for Euros 11,611 thousand (Euros 12,851 thousand in 2009). This is charged to results over the life of the concession (until 2019).

• Income for the cession of the use of assets (parking spaces of saba and fibre optic conduits of Acesa) which are taken to profit and loss on a straight-line basis over the life of the concession of the assets to be reverted. At year end the balance to be released to profit and loss totals Euros 11,996 thousand and Euros 5,359 thousand, respectively (Euros 12,120 thousand and Euros 5,846 thousand in 2009).

16. TRADE AND OTHER PAYABLES

The breakdown of this account entry at 31 December has been as follows:

2010 2009 (*)

Trade creditors 517,837 462,858

Amounts owing to related parties 16,962 59,542

Outstanding remuneration 87,460 82,360

Other payables 11,583 11,002

Trade and other payables 633,842 615,762


Group companies with tax residence in Spain have changed their terms of payment in order to come into line with the provisions of Additional Provision Three of the “Duty of Information” Act, Law 15/2010/5 July. At 31 December 2010, the outstanding balance payable to suppliers of these companies (Euros 204,318 thousand), the amount of Euros 12,303 thousand has been deferred past the legal payment period, as a result mainly of certain one-off deviations in the telecommunications business.

17.CORPORATE INCOME TAX

a) Fiscal information

abertis pays tax on a consolidated basis, as parent company of the tax group, which includes all subsidiary companies in which it holds at least 75% and with tax residence in Spain. The Group subsidiary companies with tax residence in the United Kingdom and France pay tax on a combined basis as applied there. The other companies included in the consolidation scope are taxed individually.

In general, the companies with tax residence in Spain that form part of the Group are open to inspection for the last four years open for all the main taxes to which they are subject to. Accordingly, the Tax Authorities have raised tax assessments against abertis based on audits made mainly for Corporate income tax and in particular in relation to export deductions and the application of a revaluation reserve in the 2002 corporate income tax return. These assessments have all been signed in disagreement and have been appealed and are pending the decision of the respective competent jurisdictional bodies.

The impact that these assessments or other existing fiscal litigation may have on the equity of the various Group companies affected is duly provided for, as long as it is understood that there are no solid arguments to defend the unlawful nature of the regularisations made by the Tax Inspectors and that they will be approved by the competent legal bodies, in which case no respective provision has been recorded, as was the case at 31 December 2010 (as was the case in 2009), for the assessment for 2002 for the alleged undue use of the revaluation reserve.

46 CSR AAAR

Additionally, due to possible differences in the interpretation of tax legislation applicable to certain operations, there are specific tax liabilities of a contentious nature that are difficult to quantify. Nevertheless, the amount of tax that might be payable would not have a material impact on these consolidated annual accounts.

b) Corporate income tax expense

The general Corporate Tax rate applicable in Spain in 2010 is 30.00%, 28.00% in the UK, 34.43% in France and 17.00% in Chile.

The reconciliation of the theoretical tax and the tax expense recorded in the consolidated income statement for the year is as follows:

20102009

(Restated)

Profit before tax 969,255 935,758

Theoretical (*) 290,776 280,727

Non taxable income (16,054) (14,183)

Expenses not deductible for tax purposes 227 7,792

Use of tax losses and tax credits (16,521) (7,227)

UK Tax reform (3,706) -

Other tax effects (28,816) (15,502)

Tax expense 225,906 251,607

(*) The impact of different tax rates in some countries, as well as the net income of companies consolidated by equity accounting

(taxed at origin), is reflected in the other headings (mainly in “Other tax effects”).

The Corporate income tax expense for the year breaks down as follows (for fully consolidated or proportionally consolidated companies):

20102009

(Restated)

Current tax 267,094 257,451

Deferred tax:

Tax reform in UK and Chile (3,706) -

Other variations in deferred tax (28,003) (10,304)

Others (9,479) 4,460

Tax expense 225,906 251,607

As a result of the reduction of the general corporate income tax rate in the UK from 28% to 27% as from 1 January 2011, the Group companies residing fiscally in the UK have recorded a lower tax expense for the year of Euros 5,862 thousand due to the reduction of deferred tax liabilities. Furthermore, the companies with tax residence in Chile have recorded a higher tax expense for the year totalling Euros 2,156 thousand due to the increase in the deferred tax liabilities that are expected to be reinvested in 2011 and 2012, as a result of the one-off increase in the general corporate income tax rate in these years (17% to 20% in 2011 and up to 18.5% in 2012).

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c) Deferred taxes

The balance of the recognised deferred assets and liabilities and their movements during the year have been as follows:

20102009

Restated

Deferred tax asset

Deferred tax liability

Deferred tax asset

Deferred tax liability

At 1 January 377,763 (1,394,542)

Changes in accounting policies (see Note 30) 212,651 (15,082)

At 1 January 726,992 (1,740,019) 590,414 (1,409,624)

Charges/(credits) to income statement (*) 13,603 18,106 (33,562) 43,866

Charges/(credits) for inclusion in consolidation scope and business combinations

5,136 (17,566) 94,199 (317,751)

Charges / (credits) to net equity 18,846 20,334 61,151 (6,666)

Transfers 5,051 (5,051) - -

Cumulative currency translations 28,857 (49,533) 14,790 (49,844)

At 31 December 798,485 (1,773,729) 726,992 (1,740,019)

(*) In 2010 this account includes the impact mentioned in section b) above due to the UK and Chile Tax Reforms.

The additions for the year due to changes in the consolidation scope and business combinations arising mainly to the impact of the proportional consolidation of 44% of Centro Intermodal de Logística, S.A. (cilsa), see Note 2.b.vii (Euros 12,034 thousand in deferred liabilities, net, Euros 4,876 thousand in deferred assets and Euros 16,910 thousand in deferred liabilities).

This account in the movement in 2009 included mainly the impact of the acquisition of Itínere assets, relating basically to the additional 50% of avasa (Euros 19,619 thousand in deferred assets and Euros 248,049 thousand in deferred liabilities), an additional 50% of rutas del pacífico (Euros 37,957 thousand in deferred assets and Euros 43,101 thousand in deferred liabilities) and an additional 75% of elqui (Euros 30,027 thousand in deferred assets and Euros 31,385 thousand in deferred liabilities.

The cumulative translation adjustments generated during the year relate mainly to the deferred tax liabilities of companies with tax residence in the UK (Pound Sterling 137,935 thousand in 2010 and Pound Sterling 150,726 thousand in 2009) and to deferred tax assets and liabilities of Chilean companies (Chilean Pesos (CP) 75,192,741 thousand and CP 167,688,986 thousand, respectively, in 2010 and CP 96,303,558 thousand and CP 178,341,322 thousand in 2009) as a result of the appreciation of the Pound Sterling and the Chilean Peso at the year end.

Of the total deferred tax assets and liabilities booked at 31 December 2010, it is estimated that Euros 47,916 thousand and Euros 78,617 thousand, respectively, will reverse in 2011 (Euros 37,564 thousand and Euros 72,211 thousand, respectively, in 2009 year end for 2010).

The deferred tax assets recorded at the close of 2010 (as in 2009) mainly correspond to tax credits and the tax effect of the IFRS adjustment made by the subsidiary companies in relation to the recording of the provisions related to the application of the “intangible model” under IFRIC 12 (not recorded under local accounting principles), and in the case of companies with tax residence in Spain, to the reversal of the financial charge recorded under the principles of the Spanish General Chart of Accounts.

Therefore, tax loss carry forwards available for offset at 31 December 2010 total Euros 663,951 thousand (Euros 631,638 thousand in 2009), of which Euros 565,995 thousand (Euros 522,359 thousand in 2009) are generated by the Chilean companies acquired (without a maturity date), and the others have expiry dates mainly between 2011 and 2025. Of these tax losses, Euros 111,270 thousand (Euros 104,257 thousand in 2009) is included in deferred tax assets.

The deferred tax liabilities recorded at the 2010 year end are mainly for the tax effect related to the fair value accounting of the net assets and liabilities acquired in various business combinations and/or changes in the consolidation scope, the main impact being as follows:

Addition 2010 2009

Addition of 44% cilsa proportionally consolidated 2010 10,603 -

Acquisition of Itínere assets: 2009

avasa (additional 50%) 224,444 238,582

rutas del pacífico (additional 50%) (*) 13,969 12,675

Acquisition of Invin group (*) 2008 154,844 138,389

Acquisition of 33.38% Hispasat 2008 7,596 8,603

Acquisition of dca group (*) 2008 22,938 22,232

Acquisition of HIT/sanef group 2006 610,523 642,370

Acquisition of ACDL/tbi group (*) 2005 97,226 98,367(*) In the case of rutas del pacífico and the Invin group, the variation was affected by the revaluation at the year end of the Chilean

Peso, in the case of the ACDL/tbi group, due to the revaluation of the GBP at year end, and to a lesser extent, in the case of the dca

Group, due to the revaluation at the year end of the USD.

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18. OBLIGATIONS FOR EMPLOYEE BENEFITS

Amongst the obligations with its employees, different Spanish group companies are sponsors of defined contribution pension plans and/or have commitments for defined contribution and/or defined benefit pension commitments, arranged through insurance policies, as set down in legislation governing the transfer of pension commitments.

Internationally, the different group companies have defined contribution and/or defined benefit commitments with their employees. These commitments are managed through external entities except in those countries where local legislation allows internal funds to be maintained.

Together with the above obligations, several Group companies have long-term commitments with their employees for length of service bonuses and vacation pay also regulated by Collective Bargaining Arrangements, for uninterrupted employment with the company. In relation to the valuation of these commitments, a liability has been posted on the balance sheet for this account totaling Euros 7,231 thousand (Euros 7,071 thousand in 2009), and the non-current liability recorded for this item totals Euros 5,110 thousand. The amount recorded as staff costs in 2010 for these obligations is Euros 1,216 thousand (Euros 1,631 thousand in 2009). See Note 20.c.

The economic-actuarial information on the existing liability for pension commitments of the Group’s various companies with their employees is as follows:

a) Defined contribution commitments

The amount recorded for the year as personnel expense in the consolidated income statement for defined contribution commitments totals Euros 7,554 thousand (Euros 7,712 thousand in 2009). See Note 20.c.

b) Defined benefit commitments

Except in those countries where local legislation allows for internal funds, pension commitments are covered using insurance policies or separate entities, in accordance with the applicable regulation in each country, with the amounts taken off the balance sheet. Nevertheless, this account entry includes the hedging instruments (liabilities and assets affected) where the legal obligation or implied obligation to meet the agreed benefits remains.

In relation to commitments of this type, abertis has pension commitments relating to defined benefit plans in five countries:

• In Spain, abertis, serviabertis, aumar, autopistas España, acesa and saba have pension commitments deriving from retirement bonuses covered by the Collective Bargaining Arrangements. These commitments are financed externally as per local legislation.

• In France, the companies in the HIT/sanef group offer retirement bonuses under a legal obligation. sanef has a defined benefit pension plan for executives and sanef and sapn each have early retirement plans. The pension plan for executives is the only one that is financed externally.

• In Italy, saba offers dismissal bonuses under a legal obligation (TFR). Since 1 July 2007 the employees’ rights accumulate in other external schemes (social security or defined contribution pension plan), and, accordingly, the TFR plan does not offer additional rights for services rendered after that date. The TFR is not externally financed.

• In the USA, the tbi airport management group has a defined benefit pension plan for some workers. The plan offers a fixed life-time pension whose amount depends on the work centre and is independent of salary. The plan is financed externally as per local legislation.

• In the UK, tbi airport management has two pension plans financed externally under local legislation:

o The London Luton Airport Pension Scheme open to new participants.

o The tbi Group Final Salary Pension Scheme (Belfast and Cardiff airports) for a closed group.

Furthermore, the London Luton airport has a commitment with a closed group of fire-fighters, for additional services recognised in the pension plan. The liability for this plan is included jointly with the pension plan for the London Luton airport.

In relation to the defined benefit commitments of different Group companies with their employees, the reconciliation between the opening and closing balance of the actuarial value of these obligations is as follows:

2010 2009 (*)

At 1 January 162,678 124,063

Added to scope - (193)

New commitments 21 (106)

Service costs for the year 4,457 4,578

Interest costs 8,931 7,630

Contributions of participants 930 903

Acturial losses/(gains) 5,048 26,820

Benefit payments (7,901) (6,500)

Settlements - (42)

Expenses / taxes / premiums (429) (658)

Cumulative translation adjustment (**) 3,942 6,183

At 31 December 177,677 162,678


(**) The exchange differences generated in 2010 and 2009 relate mainly to liabilities of companies with tax residence in the UK, given

the revaluation of the Pound Sterling in each year.

49 CSR AAAR

The reconciliation of opening to closing final balances of the actuarial fair value of the assets for these liabilities is as follows:

2010 2009 (*)

At 1 January 102,602 80,249

Additions to scope - -

New commitments - -

Expected yield on related assets 6,860 5,571

Acturial (losses)/gains 4,959 9,103

Contributions of the promoter 7,882 8,829

Contributions of the participants 930 903

Benefits payments (7,901) (6,500)

Settlements - -

Expenses / taxes / premiums (429) (658)

Cumulative translation adjustments (**) 2,955 5,105

At 31 December 117,858 102,602


(**) The exchange differences generated in 2010 and 2009 relate mainly to liabilities of companies with tax residence in the UK, given

the revaluation of the Pound Sterling in each year.

Amongst the related-assets linked to insurance policies, an amount of Euros 5,600 thousand (Euros 7,127 thousand in 2009) is held with related entities and carried under “Trade and other receivables – others” (see Notes 11 and 26).

The annual movement in the liability recognised on the balance sheet has been as follows:

2010 2009 (*)

At 1 January 67,203 51,460

Assets in related companies (7,127) (7,646)

Net obligations at 1 January 60,076 43,814

Additions to scope - (193)

New commitments 21 (106)

Increase charged to:

Income statement (see Note 20.c) 6,528 6,595

Net equity (**) 89 17,717

Contributions from Promoter (7,882) (8,829)

Cumulative translation adjustment 987 1,078

Net obligations at 31 December 59,819 60,076

Assets in related companies 5,600 7,127

At 31 December 65,419 67,203


(**) The total amount recorded in net equity from recognised gains and losses is a loss of Euros 16,796 thousand in 2010 and a loss

of Euros 16,707 thousand in 2009.

Of the net obligation at 31 December 2010, Euros 30,805 thousand (Euros 30,858 thousand in 2009) relates to total or partially financed commitments and Euros 29,014 thousand (Euros 29,218 thousand in 2009) to unfunded obligations.

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The breakdown of the total expense recognised in the consolidated income statement is as follows:

2010 2009 (*)

Service cost for the year 4,457 4,578

Interest costs 8,931 7,630

Expected yield on related assets (6,860) (5,571)

Loss / (gains) recognised as a result of settlements- (42)

Total accounting expense (See Note 20.c) 6,528 6,595

(*) Accounts which under IFRIC 12 present no variations against the aggregates in the consolidated annual accounts for 2009.

The breakdown of each asset against the fair value of the commitment related assets is as follows:

2010 2009

Equity securities 41.93% 40.86%

Fixed income securities 19.17% 26.25%

Investment property 0.79% 0.77%

Others 38.11% 32.12%

100.00% 100.00%

The actuarial assumptions (demographic and financial) used constitute the best estimates on the variables the will determine the final cost of providing the post-employment benefits.

The main actuarial assumptions used at the balance sheet date are as follows:

2010 2009

Discount rate (based on the type of commitment and currency) 3.25% - 5.50% 5.00% - 5.80%

Expected yield on assets (based on the type of asset and currency)3.25% - 7.00% 5.00% - 8.00%

Salary increase rates (based on the type of commitment and currency) 3.00% - 4.20% 3.25% - 4.35%

Post-employment liabilities in Spain: (*)

Mortality tables PERMF200p PERMF200p

Disability tables InvAbs_OM77 InvAbs_OM77

(*) For the post-employment commitments of investee companies located outside Spain, mortality and disability tables generally

accepted in those countries have been used.

The discount rate used is based on the “iboxx AA” corporate bond rate curve at 31 December 2010, as in 2009.

The expected overall yield on the assets has been calculated in the following manner:

• For the commitments of Spanish companies, using the discount rate for determining the obligation.

• For the obligations of international companies, market yield expectations for assets with similar characteristics (money market, fixed income or equity) over the entire term of the liabilities related to the assets in question.

Finally, we should point out that for the main defined benefit plans the estimated sensitivity on the obligation recorded at the year end from a 50 bp variation in the discount rate would be approximately 8%-9%.

19. PROVISIONS AND OTHER LIABILITIES

The balance of current and non-current provisions and other liabilities is as follows:


Restated –See Note 30

1 January 2009Restated –

See Note 30

Non-currents

CurrentsNon-

currentsCurrents

Non-currents

Currents

IFRIC 12 provisions (*) 634,137 32,360 610,135 40,977 539,660 27,315

Other provisions 250,903 36,934 218,985 24,250 171,355 14,032

Provisions 885,040 69,294 829,120 65,227 711,015 41,347

Other creditors 118,717 236,571 117,622 185,258 111,711 166,440

Provisions and other liabilities

1,003,757 305,865 946,742 250,485 822,726 207,787

(*) Mainly provisions for pavements, maintenance cycles and major overhauls.

51 CSR AAAR

The movement of the non current provisions is as follows:

20102009

Restated - see Note 30

IFRIC 12 provisions

Other provisions

TotalIFRIC 12

provisionsOther

provisionsTotal

At 1 January - 171,355 171,355

Change in accounting policies (see Note 30)

539,660 - 539,660

At 1 January – restated 610,135 218,985 829,120 539,660 171,355 711,015

Additions to scope (*) 238 5,068 5,306 24,545 36,460 61,005

Charged to the consolidated income statement:

- Allowances 66,864 12,106 78,970 70,862 930 71,792

- Financial restatements (see Note 20.d)

35,203 7,062 42,265 33,457 - 33,457

Recorded in equity (1,636) (1,167) (2,803) - - -

Transfers (2,162) (263) (2,425) - - -

Amounts not applied and reversed

- - - - (555) (555)

Utilisation for the year (76,897) (4,709) (81,606) (69,604) (8,909) (78,513)

Others - 10,173 10,173 7,705 12,933 20,638

Cumulative translation adjustment

2,392 3,648 6,040 3,510 6,771 10,281

At 31 December 634,137 250,903 885,040 610,135 218,985 829,120

(*) In 2010 basically due to the impact of the proportional consolidation of cilsa (see Note 2.b.vii) and in 2009 to the acquisition of

assets of Itínere effective 30 June 2009, relating to various holdings in companies in which abertis was already a shareholder.

As indicated in Note 30 to these consolidated annual accounts for 2010, as part of the application of IFRIC 12 under the intangible model, the future interventions have been determined (basically for pavements) that the Group’s operator companies must face as a result of the use of the infrastructures in order to maintain and restore them, for which the respective provisions have been booked (see Note 3.o), in accordance with IAS 37, using the best estimate possible of the disbursements required to meet them on the balance sheet date.

The other non-current provisions at the close on 31 December 2010 mainly include the provisions for the replacement or substitution in relation to the expiry of the various concessions, as well as a provision for tax assessments raised against abertis that have been appealed and are now pending a ruling by the competent courts and authorities (both were already part of the opening balance).

The line “Other creditors – current” includes the balance payable to the Government by the subsidiary company acesa following the commitment acquired through the merger with the company that previously held the concession on the Montmeló-El Papiol stretch of motorway (Euros 20,973 thousand, as was the case at 31 December 2009).

20. INCOME AND EXPENSES

a) Rendering of services

The breakdown of the rendering of services by category is as follows:

20102009

Restated (*)

Toll motorway income 2,894,726 2,750,677

Discounts and rebates on tolls (24,392) (13,708)

Other services rendered 1,087,369 1,063,345

Others 5,001 5,333

Rendering of Services 3,962,704 3,805,647

(*) Certain amounts included in this breakdown of services do not relate to those included in the 2009 consolidated annual accounts

and reflect adjustments made under IFRIC 12 as indicated in Note 3 and Note 30.

The other services rendered include income mainly from the management of telecommunication infrastructures and income for management of airports and revenues from car park operations and logistics facilities.

b) Other operating income and other income

This account includes income from the assignment of service areas and telematic services of different toll motorway operator companies, receipt of indemnities, etc.

“Other income” mainly includes the profit obtained from the disposal of property, plant and equipment and investments in companies.

52 CSR AAAR

c) Personnel expenses

The breakdown of personnel expenses by item is as follows:

2010 2009 (*)

Wages and salaries 445,333 437,098

Social Security contributions 120,088 115,436

Post-employment costs:

Defined contributions plan (see Note 18) 7,554 7,712

Defined benefits plan (see Note 18) 6,528 6,595

Cost of other long-term commitments (see Note 18) 1,216 1,631

Share-based payment cost (see Note 27) 4,554 3,782

Other social welfare expenses 34,807 32,250

Personnel expenses 620,080 604,504


The average number of employees in abertis and its subsidiary and multi-group companies during the year broken down by job category and gender is as follows:

2010 2009

Men Women Total Men Women Total

Permanent:

- Directors 2 - 2 2 - 2

- Management 127 16 143 131 15 146

- Middle management 459 134 593 439 119 558

- Other employees 7,127 3,161 10,288 7,144 3,159 10,303

Temporary 746 629 1,375 823 652 1,475

Average number employees

8,461 3,940 12,401 8,539 3,945 12,484

d) Financial result

The breakdown of financial income and expenses by item is as follows:

20102009

Restated (*)

- Interest and other income 33,943 28,501

- Derivative financial instruments:

Cash flow hedge 14,654 22,752

Fair value hedge 30,195 27,858

Hedge of net foreign investment in non-Euro currency 6,988 10,234

- Dividends 56,337 54,858

- Impact on valuation of financial assets of the mixed/financial model under IFRIC 12 (see Note 11) 40,074 29,861

- Exchange gains 18,363 13,445

Financial income 200,554 187,509

- Interest on loans from credit institutions and other loans (615,118) (600,346)

- Derivative financial instruments:

Cash flow hedge (105,502) (90,474)

Fair value hedge (31,076) (35,193)

Hedge of net foreign investment in non-Euro currency (13,698) (10,415)

- Financial restatement of provisions under IFRIC 12 (see Note 19)

(42,265) (33,457)

- Provision for Irasa loan (see Note 11) (35,296) -

- Exchange losses (23,652) (3,779)

Financial expenses (866,607) (773,664)

(*) Certain amounts included in this breakdown of services do not relate to those included in the 2009 consolidated annual accounts

and reflect adjustments made under IFRIC 12 as indicated in Note 3 and Note 30.

53 CSR AAAR

Furthermore, the breakdown of “Variation in valuation of hedging instruments” in consolidated results is as follows:

2010 2009

- Variation in valuation of derivative financial instruments 90,720 (63,099)

- Variation in fair value of hedged debt (91,796) 62,726

Variation in valuation of hedging instruments (1,076) (373)

21. CONTINGENCIES AND COMMITMENTS

At 31 December 2010 the Group has given guarantees to third parties provided by financial institutions totalling Euros 697,478 thousand (Euros 622,185 thousand in 2009). Of this amount, Euros 259,186 thousand (Euros 232,159 thousand in 2009) corresponds to guarantees for operating commitments of the different Group companies. The rest correspond to certain commitments assumed by subsidiaries and associates (investments, financing, etc). These commitments are not expected to generate significant costs.

The subsidiary company aumar has given guarantees to its investee company Ciralsa totalling Euros 4,987 thousand (as in 2009). Furthermore, the Company has given guarantees to its subsidiary company aulesa totalling Euros 41 million (Euros 42 million in 2009) for a financing arrangement. Additionally, the financing contracts of the associate Alazor include the commitment by its shareholders to make additional contributions based on the occurrence of certain events relating to the maintenance of financial ratios to cover and the service of the debt certain additional non-financeable costs.

Furthermore, once the measures to restore the financial balance adopted by the Administration at the end of 2010 in relation to the operator company Accesos de Madrid/Alazor (see Note 11), abertis, through the subsidiary company iberpistas which holds the current 35.12% stake in Alazor (a holding company owning all the shares of Accesos de Madrid), can decide to execute, during a period ending March 2011, in accordance with the provisions of certain arrangements with the other shareholders of Alazor, various cross sale and/or purchase options of stakes in the aforementioned company with the other shareholders (some of which are related to the Group), under certain conditions. On the basis of the analysis and evaluation of these arrangements entered into by iberpistas, no significant impacts on these consolidated annual accounts have come to light.

Additionally, at the end of the financial year, the Group has a commitment to purchase tangible assets for Euros 3,464 thousand.

Finally, as mentioned in Note 21 to the consolidated annual accounts for 2009, please note that on 19 May 2009 the National Anti-Trust Commission handed down a judgement fining abertis telecom Euros 22.7 million for taking advantage of its dominant position in certain contracts in 2006 and 2008. In 2010 no significant events have occurred that would modify this situation, and, accordingly, the position of abertis in relation to this fine. Therefore, at 31 December 2010 (as at the end of 2009) no provisions whatsoever has been recorded for this matter as the conditions for recording one have not been met.

22. BUSINESS COMBINATIONS

During the year ended 31 December 2010, no significant business combinations have taking place impacting these consolidated annual accounts. None of the values of the business combinations created in 2009 have been modified in 2010.

23. SHAREHOLDINGS IN MULTIGROUP COMPANIES

At the close of 2010 the Group has shareholdings in the following multigroup companies consolidated by the proportional consolidation method:

Company Activity % Shareholding

Trados 45 Motorway operator 50.00%

Autopista Central Motorway operator 50.00%

overon Communications and audiovisuals 51.00%

adesal Communications and audiovisuals 51.00%

Hispasat (*) Satellite operator 42.06%

Saba Aparcamientos de Levante, S.L.

Car park operations 50.00%

Areamed Motorway service areas operations 50.00%

PLZF Logistic facilities 50.00%

Arasur Logistic facilities 43.98%

Cilsa Logistic facilities 44.00%

(*) Indirect interest through abertis telecom of 33.38% and through Eutelsat of 8.68%.

In 2010 and as a result of the effect of the proportional consolidation (assets, liabilities and profit and loss) of Areamed it has been classified in the motorway segment (in 2009 it was only classified as such in terms of assets and liabilities, as profit and loss was allocated to the logistics facilities segment) since effective 31 December 2009 the shareholding in this company was transferred from Abertis Logística, S.A. to Abertis Autopistas España, S.A.

Furthermore, in 2010 and as a result of the corporate reorganisation described in Note 2.b.vii, in the logistics segment effective 31 December 2010 the company cilsa has been proportionally consolidated (consolidated by equity accounting until that time).

The effect of the proportional consolidation of multi-group companies broken down by business segment on the annual consolidated accounts of the Group are set out further below.

54 CSR AAAR

31 December 2010

Toll motorways

Telecom Car parks Logistics Total

ASSETS

Non current assets 414,554 351,321 4,119 192,551 962,545

Current assets 65,354 97,009 275 6,233 168,871

479,908 448,330 4,394 198,784 1,131,416

LIABILITIES

Non current liabilities 408,200 157,212 444 131,551 697,407

Current liabilities 29,039 66,389 62 16,587 112,077

437,239 223,601 506 148,138 809,484

NET ASSETS 42,669 224,729 3,888 50,646 321,932

RESULTS

Income 88,385 128,252 706 7,950 225,293

Expenses (83,463) (91,718) (582) (10,192) (185,955)

Net income attributed to equity holders of the Company

4,922 36,534 124 (2,242) 39,338

Note: These amounts have been included in the consolidated balance sheet and consolidated income statement.

31 December 2009Restated

Toll motorways


ASSETS

Non current assets 326,669 331,065 4,116 86,932 748,782

Current assets 49,429 61,146 244 1,363 112,182

376,098 392,211 4,360 88,295 860,964

LIABILITIES



396,281 197,207 330 58,130 651,948

NET ASSETS (20,183) 195,004 4,030 30,165 209,016

RESULTS

Income 71,668 110,108 747 17,156 199,679

Expenses (62,146) (82,888) (615) (16,942) (162,591)

Net income attributed to equity holders of the Company

9,522 27,220 132 214 37,088

Note: These amounts have been included in the consolidated balance sheet and consolidated income statement for 2009 restated

under IFRIC 12.

In 2009 and as a result of the acquisition of a series of holdings in various companies in which abertis was already a shareholder,

effective 30 June 2009, the companies Avasa, Rutas del Pacífico, Rutas II, and Operadora del Pacífico in the toll motorway segment were

no longer proportionally consolidated (and became fully consolidated).

55 CSR AAAR

1 January 2009Restated

Toll motorways


ASSETS

Non current assets 721,218 228,370 4,195 102,833 1,056,616

Current assets 65,353 98,823 504 4,571 169,251

786,571 327,193 4,699 107,404 1,225,867

LIABILITIES



804,688 151,409 392 71,438 1,027,927

NET ASSETS (18,117) 175,784 4,307 35,966 197,940

Note: These amounts have been included in the opening consolidated balance sheet at 01.01.2009, date of transition to IFRIC 12..

24. ENVIRONMENT

The criteria of the Group is to give maximum attention to the environmental protection and conservation activities, and each subsidiary company adopts the necessary measures to minimise the environmental impact of the infrastructures managed in order to achieve the maximum possible integration into their respective surroundings.

The Group has invested in 2010 Euros 31,387 thousand (Euros 20,560 thousand in 2009) on improving the environment mainly through the following activities:

• Cleaning, gardens and clearings along the motorways, as well as improvements to the service and rest areas, and reduction of unsightly visual impact and noise levels.

• Collection and removal of hazardous urban waste.

• To a minor extent, implementation of measures to reduce noise pollution at airports, optimisation of water management and energy consumption, and the promotion of various recycling systems for the waste generated by aeroplanes.

25. SEGMENT REPORTING

The different activities of the Group are organised and administered separately according to the nature of the infrastructures managed, with each segment forming a strategic business unit that manages different types of infrastructures in different markets, so that the governing bodies of the Group can use the segment reporting for decision making.

The business segments have been defined by Management as the combination of assets and operations engaged in the management of infrastructures subject to risks and rewards that are distinct from other business segments. The main factors considered in the identification of business segments have been the nature of the infrastructures managed and the operations carried out, so that the Group can organise its management in the following operating segments:

• Motorways: construction, maintenance and operation of motorways under concession; management of motorway concessions in Spain and internationally; construction of motorway infrastructures and complementary activities to construction, maintenance and operation of motorways.

• Telecommunications: establishment of any type of infrastructures and/or communication networks, as well as the supply, management, commercialisation and distribution of all types of related services, including the establishment and operation of fixed and mobile telecommunication networks and the supply of any type of service over these networks.

• Airports: construction and/or management of airports that are owned or under concession.

• Car parks: construction and/or operation or sale or car parks, garages, service stations, commercial premises and other services directly related to these activities.

• Logistics facilities: protection, promotion, management, maintenance and operation of all types of infrastructures for logistics of every type.

• Others: corresponds mainly to the activity carried out by the Parent Company (holding company, leadership and management of the group companies) and other companies that provide services and financing to Group companies.

The business segments that are reported obtain their recurrent revenues depending on the nature of the service provided as described in Note 3.p, where the customer type is the final user of the facility. The income from the telecommunications business is generated mainly from the sale of the service provider to radio, television and telephony operators and local government bodies, and in the case of the airports segment, to aeronautics companies.

The Directors, the highest level of decision-making on operations of the Group, analyse the results of each segment, including the profit from operations, since that is where the ordinary expenses and income can be directly attributed or reasonably distributed amongst the segments.

56 CSR AAAR

The operating result for each segment in the financial year and the share of the associates in the result is detailed as follows:

31 December 2010

Motorways Telecom Airports Car Parks Logistics Other Total

Rendering of services 2,996,616 538,453 263,447 141,405 18,954 3,829 3,962,704

Other income 81,819 13,243 13,980 12,968 15,969 5,179 143,158

Operating income 3,078,435 551,696 277,427 154,373 34,923 9,008 4,105,862

Operating expenses (936,662) (330,574) (195,133) (90,089) (12,225) (38,828) (1,603,511)

Trade provisions (3,967) (3,604) (919) 112 308 147 (7,923)

Gross operating income for the year 2,137,806 217,518 81,375 64,396 23,006 (29,673) 2,494,428

Depreciation (745,112) (111,546) (54,907) (27,723) (8,548) (11,224) (959,060)

Provisions for impairment - (187) - (2,219) (13,549) - (15,955)

Operating profit 1,392,694 105,785 26,468 34,454 909 (40,897) 1,519,413

Share in the earnings from associates 26,943 87,093 2,883 (268) 320 - 116,971

Unassigned earnings (1) (667,129)

Income for the year before tax 969,255

(1) Mainly include the interest income and expenses on debt, managed by the corporate central services, as well as the financial impacts

due to the application of IFRIC 12.

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31 December 2009 Restated – see Note 30


Rendering of services 2,841,062 534,432 262,660 135,215 27,708 4,570 3,805,647

Other income 66,260 6,830 424 14,991 1,969 7,737 98,211

Operating income 2,907,322 541,262 263,084 150,206 29,677 12,307 3,903,858

Operating expenses (891,147) (313,883) (191,135) (90,528) (17,694) (28,822) (1,533,209)

Trade provisions (9,356) (7,896) 3,334 (787) (162) - (14,867)

Gross operating income for the year 2,006,819 219,483 75,283 58,891 11,821 (16,515) 2,355,782

Depreciation (694,928) (108,191) (59,331) (23,347) (9,207) (12,141) (907,145)

Provisions for impairment - (3,104) - (367) - - (3,471)

Operating profit 1,311,891 108,188 15,952 35,177 2,614 (28,656) 1,445,166

Share in the earnings from associates 9,646 65,969 1,495 (681) 691 - 77,120

Unassigned earnings (1) (586,528)

Income for the year before tax 935,758

(1) Mainly include the interest income and expenses on debt, managed by the corporate central services, as well as the financial impacts due to the application of IFRIC 12.

(*) Certain amounts included in this account for results, broken down by operating segments, do not relate to those included in the 2009 consolidated annual accounts and reflect adjustments made under IFRIC 12 as indicated in Note 3 and Note 30.

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The assets and liabilities of the segments at 31 December and the investments in fixed assets for the year are as follows:

31 December 2010


Assets 18,981,736 1,275,044 1,475,020 816,742 645,045 637,515 23,831,102

Associates 162,256 1,100,456 196,059 2,306 - - 1,461,077

Total assets 19,143,992 2,375,500 1,671,079 819,048 645,045 637,515 25,292,179

Total liabilities 14,390,241 1,705,217 925,036 535,725 441,468 1,841,010 19,838,697

Investment for the year in fixed assets (*) 516,260 120,495 29,974 37,066 26,296 4,468 734,559

(*) Do not include the additions due to business combinations.

31 December 2009 Restated – see Note 30


Assets 18,877,644 1,273,726 1,471,071 802,674 451,581 621,932 23,498,628

Associates 105,771 1,064,732 174,213 2,303 26,964 - 1,373,983

Total assets 18,983,415 2,338,458 1,645,284 804,977 478,545 621,932 24,872,611


Investment for the year in fixed assets (*) 361,022 222,711 27,750 45,672 31,799 6,958 695,912

(*) Do not include the additions due to business combinations.

1 January 2009 Restated – see Note 30


Assets 16,419,678 1,196,069 1,427,359 746,900 442,739 827,510 21,060,255

Associates 89,505 1,055,144 172,980 2,482 26,689 - 1,346,800

Total assets 16,509,183 2,251,213 1,600,339 749,382 469,428 827,510 22,407,055


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The assets of the segments mainly include PPE, intangible assets, financial assets arising from the mixed and financial model under IFRIC 12, inventories, accounts receivable, operating cash and deferred income.

The liabilities of the segments include operating liabilities and the borrowings used to carry out activities.

Property investments include additions of PPE, other intangible assets and investment property, as well as financial assets recorded as a result of the application of IFRIC 12, under the mixed or financial model.

Although as indicated above Management leads the Group bearing in mind these operating segments, a follow-up is made of the operating results at the geographic level as well as investments in fixed assets for the year (both assigned taking into account their location) in the following countries:

31 December 2010

Spain France UK Chile Others Total

Operating income 2,051,363 1,443,747 177,213 192,337 241,202 4,105,862

Operating expenses (734,305) (526,780) (129,438) (62,551) (158,360) (1,611,434)

Gross operating income

1,317,058 916,967 47,775 129,786 82,842 2,494,428

Depreciation (439,897) (359,617) (39,345) (87,015) (33,186) (959,060)

Provisions for impairment

(14,672) - - - (1,283) (15,955)

Operating profit 862,489 557,350 8,430 42,771 48,373 1,519,413

Investment for the year in fixed assets (*) 405,389 228,365 25,705 8,470 66,630 734,559

(*) Do not include the additions from business combinations.

31 December 2009Restated – see Note 30

Spain France UK Chile Others Total

Operating income 2,025,736 1,387,560 166,474 113,180 210,908 3,903,858

Operating expenses (720,139) (509,746) (125,722) (40,590) (151,879) (1,548,076)

Gross operating income

1,305,597 877,814 40,752 72,590 59,029 2,355,782

Depreciation (399,511) (366,078) (44,731) (67,421) (29,404) (907,145)

Provisions for impairment

(2,849) - - - (622) (3,471)

Operating profit 903,237 511,736 (3,979) 5,169 29,003 1,445,166

Investment for the year in fixed assets (*) 443,219 200,678 25,223 13,980 12,812 695,912

(*) Do not include the additions from business combinations.

26. RELATED PARTIES

a) Directors and senior management

Annual remuneration of the Board Members for their services to the Board of Directors of the Company is fixed as a share in the liquid profits. It can only be paid out once the payment of dividends and transfers to reserves that the Law establishes are covered and cannot exceed, under any circumstances, two percent of the profits. The Board of Directors may distribute this sum amongst its members in the form and amount it decides. The remuneration paid to directors of Abertis Infraestructuras, S.A., as members of the Board of Directors and their relevant committees, totalled Euros 1,875 thousand in 2010 (Euros 2,417 thousand in 2009), which is less than the statutory limit.

Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was Euros 4,513 thousand (Euros 4,827 thousand in 2009), which corresponds to fixed and variable remuneration.

In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received as other benefits contributions made to cover pensions and life insurance policies totalling Euros 256 thousand and Euros 57, respectively (Euros 140 thousand for life insurance in 2009).

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The remuneration to Board Members of Abertis Infraestructuras, S.A. in the other companies of the group was Euros 832 thousand (Euros 826 thousand in 2009) and in associates it was Euros 70 thousand (Euros 71 thousand in 2009).

Remuneration in 2010 of the members of Senior Management, understood as being the managing directors and senior personnel of the abertis Group that carry out their management functions under direct control of the Board of Directors, Executive Committee, Executive Chairman or Chief Executive Officer of Abertis Infraestructuras, S.A., totalled Euros 3,397 thousand (Euros 5,268 thousand in 2009).

In addition, members of Senior Management have received as other benefits contributions related to pension and life insurance obligations totalling Euros 330 thousand and Euros 215 thousand, respectively (Euros 541 thousand and Euros 320 thousand, respectively, in 2009).

The retirement benefits received by former members of Senior Management have totalled Euros 513 thousand in 2010 (Euros 512 thousand in 2009).

Abertis Infraestructuras, S.A. has remuneration systems linked to the evolution of the Company’s share price as mentioned in Notes 3.m.iii and 27.

b) Significant shareholders

A shareholder that is understood to have significant influence in the Parent company is defined as one with the right to nominate a board member or holding more than a 5% interest (see Note 13.a).

In addition to the dividends paid to the Shareholders, the breakdown of the balances and transactions made with significant shareholders is as follows:

i) Bond issues, loans and credit facilities received

2010 2009

Debt Limit Debt Limit

Loans 343,792 352,948 295,838 304,287

Credit facilities 25,778 225,080 25,201 132,777

369,570 578,028 321,039 437,064

Furthermore, in 2010 financial income and expenses have been recorded with related entities in the amounts of Euros 7,140 and Euros 31,086 thousand, respectively (Euros 14,546 and Euros 30,004 thousand in 2009). Additionally, at the 2010 year end debentures have been recorded totalling Euros 160,000 thousand (as in 2009).

Marketing financing conditions are respected.

ii) Swaps contracted

The swaps contracted with related entities as exchange rate and/or interest rate hedges total Euros 860,364 thousand (Euros 952,226 thousand in 2009).

iii) Financing retirement obligations

Contributions of Euros 93 thousand (Euros 137 thousand in 2009) have been made to an insurance policies taken out with a related company to cover the obligations for defined benefits to Group employees. There are additional assets related to this policy totalling Euros 5,600 thousand (Euros 7,127 thousand in 2009), and the amount relating to defined contribution obligations totals Euros 6,758 thousand (Euros 5,466 thousand in 2009). See Notes 18 and 11.

iv) Purchase of assets and services purchases

2010 2009

Purchases of assets:

Acquisition of property, plant and equipment 54,831 31,060

Work completion certificates 2,990 130,861

Finance leases 2,977 3,417

60,798 165,338

Services purchased:

Receipt services 11,545 8,959

Credit card commissions 3,062 4,054

14,607 13,013

v) Obligations and contingencies

The limit granted by related entities and not drawn down on the credit facilities given at the year end totals Euros 208,458 thousand (Euros 116,025 thousand in 2009).

There are facilities for guarantees with related entities limited to Euros 241,759 thousand (Euros 201,763 thousand in 2009). At the end of the year an amount of Euros 135,934 thousand has been drawn down (Euros 135,066 thousand in 2009).

Furthermore, there is an arrangement with the shareholders of Alazor described in Note 21.

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c) Associates

The most significant transactions with associates relate to dividends accrued (Euros 76,021 thousand in 2010 – of which at the year end Euros 6,967 are pending receipt – and, Euros 59,457 thousand in 2009, see Note 8). The balances at the 2010 and 2009 year ends with associates are broken down in Notes 11 and 14.

d) Other information on the Board of Directors

In accordance with the provisions of article 229 and 230 of the Spanish Corporate Entities Act, designed to increase the transparency of listed companies, and publishing disclosure from directors, we set out below the companies with the same, similar or complementary activity as that of Abertis Infraestructuras, S.A. in which members of the Board of Directors or persons related to them, have direct or indirect shareholdings, or undertake functions, as the case may be, as well as the offices held in companies with the same, analogous or complementary activity as that which constitutes the corporate purpose of Abertis Infraestructuras, S.A., are set out below:

Name or registered

name of the director

Name of the company

Activity%

shareholdingDuties/Office

Salvador Alemany Mas

Autopistas, Concesionaria Española, S.A.

Toll motorway operator

---Chairman and Chief

Executive Officer

Abertis Autopistas España, S.A.


--- Several Administrator

Iberpistas, S.A. Concesionaria del

Estado


--- Board Member

Autopistes de Catalunya, S.A.

Concessionària de la Generalitat de Catalunya, Aucat



Acesa Italia, S.r.L.Holding company

motorways---

Chairman (until 15.04.10)

Brisa Auto-estradas de Portugal, S.A.


--- Board Member

Name or registered


Name of the company

Activity%



Infraestructures Viàries de Catalunya,

S.A.

Construction, maintenance and operation of toll

motorways under concession


Saba Aparcamientos, S.A.

Car park operations ---Chief Executive

Officer

Areamed 2000, S.A.Service area operations

--- Vice-Chairman

Parc Logístic de la Zona Franca, S.A.

Development and operations of logistics facilities

--- Vice-Chairman

Centro Intermodal de Logística, S.A.


--- Vice-Chairman

Abertis telecom, S.A.Telecommunications

services---

Chairman and Chief Executive Officer

Retevisión I, S.A.Telecommunications

infrastructure operator


Tradia Telecom, S.A.Telecommunications



Abertis Airports, S.A.

Development, construction,

management and operation of airports


Airports Mexicanos del Pacífico (AMP)

Airport activities --- Administrator

Grupo Aeroportuario del Pacífico (GAP)

Holding company and technical

assistance--- Administrator

Isidro Fainé Casas

Telefónica, S.A. Telecommunications 0.0095 Vice-Chairman

62 CSR AAAR

Name or registered


Name of the company

Activity%


Florentino Pérez Rodríguez

ACS, Actividades de Construcciones

y Servicios, S.A. (through Inversiones

Vesan, S.A.)

Construction and services

12.52 (*) Chairman and Chief Executive Officer

Société des Autoroutes du nord

et de l’est de la France (Sanef)


---Board Member (until 16.12.10)

G3T, S.L.Iberpistas, S.A.

Concesionaria del Estado


--- Board Member

Francisco Reynés Massanet

Autopista Vasco Aragonesa,

Concesionaria Española, S.A.

(avasa)


--- Board Member

Eutelsat Communications

Satellite operator ---Board Member (from 22.06.10)

Hispasat, S.A. Satellite operator ---Board Member (from 22.07.10)

TBI, Ltd.Airport holding

company---

Board Member (from 11.02.10)




---Board Member (from 16.12.10)

Marcelino Armenter

Telefónica, S.A. Telecommunications 0.000 ---

Spouse and children


Javier Echenique Landiribar

(until 25.10.10)

ACS, Actividades de Construcciones y

Servicios, S.A.


--- Board Member

Name or registered


Name of the company

Activity%


Ángel García Altozano


Servicios, S.A.


0.108Corporate General

Manager

Abertis telecom, S.A.Telecommunications

services--- Board Member


Car park operations --- Board Member

ACS, Servicios y Concesiones, S.L.


--- Board Member

ACS, Servicios, Comunicaciones y

Energía, S.L.

Services, communications and

energy--- Board Member

Clece, S.A. Integrated services --- Board Member

Dragados, S.A.Construction and


Hochtief A.G.Construction and


Iridium Concesiones de Infraestructuras,

S.A.

Infrastructure concessions

--- Board Member

Urbaser, S.A. Environment --- Board Member

Xfera Móviles, S.A.Telecommunications

services--- Chairman

63 CSR AAAR

Name or registered


Name of the company

Activity%



ACS Telefonía Móvil, S.L.

Holding company ---

Representative of the Sole Administrator ACS, Actividades

de Construcción y Servicios, S.A.

Áurea Fontana, S.L. Holding company ---



Cariátide, S.A. Holding company ---



Corporate Funding, S.L.

Holding company ---



Mayor Assets, S.L. Holding company ---



Name or registered


Name of the company

Activity%



Novovilla, S.A. Holding company ---



PR Pisa, S.A. Holding company ---



Residencial Monte Carmelo, S.A.

Holding company ---



Roperfeli, S.A. Holding company ---



64 CSR AAAR

Name or registered


Name of the company

Activity%



Villa Áurea, S.L. Holding company ---



Villanova, S.A. Holding company ---



Antonio García Ferrer

(Representative of the Board

Member Comunidades Gestionadas, S.A., Board

Member until 25.10.10)


Servicios, S.A.


0.032Executive Vice-

Chairman

ACS, Servicios y Concesiones, S.L.


--- Board Member

Miguel Angel Gutiérrez Méndez

Telefónica Internacional

Telecommunications --- Board Member

Telesp-Brasil Telecommunications --- Board Member

Ernesto Mata López

Autopistas Aumar, S.A. Concesionaria

del Estado


--- Board Member

Name or registered


Name of the company

Activity%


Enric Mata Tarragó


Car park operations ---

Representative of the Board Member

Caixa d’Estalvis Unió de Caixes de Manlleu, Sabadell i Terrassa (UNNIM)


Public car park --- General Manager

Braulio Medel Cámara

(until 25.10.10)Iberdrola, S.A. Telecommunications 0.001 Board Member

Julio Sacristán Fidalgo

(until 25.10.10)


del Estado


--- Board Member

Pablo Vallbona Vadell


Servicios, S.A.


0.0085 Vice-Chairman


Estado


--- Chairman

(*) Inversiones Vesan, S.A. is an equity company of Mr. Florentino Pérez, through his fully owned investee company ROSAN INVERSIONES, S.L. (NIF B78962099) and has a 12.52% stake in ACS, Actividades de Construction y Servicios, S.A.

65 CSR AAAR

Furthermore, in accordance with the provisions of article 229 of the Spanish Corporate Entities Act, the directors and persons related to them have disclosed that they do not have any direct or indirect conflicts of interest with the company, except for Mr. Isidro Fainé Casas, Mr. Marcelino Armenter Vidal, Mr. Ricardo Fornesa Ribó, Mr. Manuel Raventós Negra and Mr. Leopoldo Rodés Castañé, significant shareholders proposed by “La Caixa”, who have abstained from intervening in resolutions or decisions relating to financing operations involving the aforementioned related party.

27. SHARE-BASED PAYMENTS

On 31 December 2010, as part of its remuneration policy, abertis maintains the following share options plans for Abertis Infraestructuras, S.A.:

• Plan 2007 adopted on 13 June 2007 by the General Meeting of Shareholders of abertis, for management personnel of the company and its subsidiaries.

• Plan 2008 adopted on 1 April 2008 by the General Meeting of Shareholders of abertis for management and certain key employees of the company and its subsidiaries.

• Plan 2009 adopted on 31 March 2009 by the General Meeting of Shareholders of abertis for management and certain key employees of the company and its subsidiaries.

• Plan 2010 adopted on 27 April 2010 by the General Meeting of Shareholders of abertis for management and certain key employees of the company and its subsidiaries

All four Plans have a 3-year vesting period in order to exercise the options as from the date they are given, at the end of which, the management and key employees can exercise the options received over a period of 2 years, which can only be settled in shares.

Each option coincides with a share, up to a maximum of 707,500 options in Plan 2007 (representing 0.11% of the share capital of the Company), up to a maximum of 1,200,000 options in Plan 2008 (representing 0.19% of the Company’s share capital), and up to a maximum of 1,420,000 options in Plan 2009 (representing 0.21% of the Company’s share capital), and Plan 2010 with 2,000,000 options (representing 0.28% of the share capital).

Thus, the movement for the year for Plan 2010, Plan 2009, Plan 2008 and Plan 2007 has been as follows:

Plan 2010 (maturing in 2015) Plan 2009 (maturing in 2014) Plan 2008 (maturing in 2013) Plan 2007 (maturing in 2012)

Number of options Exercise price (2)

(€/share)Number of options Exercise price (3)



(€/share)

At 1 January 2010 - - 1,484,700 11.4857 1,202,813 18.6032 768,877 20.8951

Options granted 1,836,000 14.5700 - - - - - -

Bonus share issue (1) 91,800 (0.6938) 76,628 (0.5469) 59,333 (0.8859) 38,024 (0.9950)

Additions - - 78,750 - - - - -

Disposals (7,875) - (37,949) - (21,738) - (7,820) -

At 31 December 2010 1,919,925 13.8762 1,602,129 10.9388 1,240,408 17.7173 799,081 19.9001

(1) Effect in 2010 on the options granted of the bonus share issue charged to reserves in the proportion of 1 new share for every 20 old shares adopted by the General Meeting of Shareholders of 27 April 2010, as per Plan 2007, Plan 2008, Plan 2009 and Plan 2010.

(2) For Plan 2010 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. from 4 January 2010 until 26 April 2010, both inclusive (€14.5700/share) adjusted by the effect of possible share bonus issues

(3) For Plan 2009 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 31 March 2009 (€12.0600/share) adjusted by the effect of possible

share bonus issues.

(4) For Plan 2008 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 1 April 2008 (€20.5100/share) adjusted by the effect of possible share

bonus issues.

(5) For Plan 2007 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the three months prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share) adjusted by the effect of possible

share bonus issues.

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Plan 2009(maturing in 2014)



Number of options

Exercise price (2)

(€/share)

Number of options

Exercise price (3)

(€/share)

Number of options

Exercise price (4)

(€/share)

At 1 January 2009 - - 1,185,450 19.5333 732,303 21.9399

Options granted 1,420,000 12.0600 - - - -

Bonus share issue (1) 71,000 (0.5743) 57,578 (0.9301) 36,574 (1.0448)

Disposals (6,300) - (40,215) - - -

At 31 December 2009

1,484,700 11.4857 1,202,813 18.6032 768,877 20.8951

(1) Effect in 2009 on the options granted of the bonus share issue charged to reserves in the proportion of 1 new share for every 20 old

shares adopted by the General Meeting of Shareholders of 31 March 2009, as per Plan 2007, Plan 2008 and Plan 2009.

(2) For Plan 2009 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during

the three months prior to the General Meeting of Shareholders of 31 March 2009 (€12.0600/share) adjusted by the effect of possible

share bonus issues


the three months prior to the General Meeting of Shareholders of 1 April 2008 (€20.5100/share) adjusted by the effect of possible

share bonus issues.


the three months prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share) adjusted by the effect of possible

share bonus issues.

The fair value of the options given under Plan 2010, Plan 2009, Plan 2008 and Plan 2007 totals is charged to the consolidated income statement for the year as a personnel expense, as indicated in Note 3.m.iii. The breakdown of the fair value of the different Plans and their charges to the consolidated income statement for the year is a follows:

2010 2009

Plan 2010

Plan 2009

Plan 2008

Plan 2007 Total

Plan 2009

Plan 2008

Plan 2007 Total

Fair value 3,496 3,459 4,275 3,750 14,980 3,459 4,275 3,750 11,484

Personnel expenses (1) (see Note 20.c) 820 1,305 1,604 825 4,554 899 1,477 1,406 3,782

(1) As indicated in Note 3.m.iii, the personnel expense for the year is recorded as a counter-entry to Company equity, and, accordingly,

the net equity effect is totally neutral.

The main assumptions used in the valuation of these stock option plans at the date they are given are as follows:

Plan 2010 Plan 2009 Plan 2008 Plan 2007

Valuation model Hull & White Hull & White Hull & White Hull & White

Option exercise price (€/share) 14.5700 12.0600 20.5100 24.1887

Date given 28.04.2010 01.04.2009 02.04.2008 14.06.2007

Maturity 28.04.2015 01.04.2014 02.04.2013 14.06.2012

Term of option to maturity 5 years 5 years 5 years 5 years

Term of option until first exercise date

3 years 3 years 3 years 3 years

Option type “Call / Bermuda” “Call / Bermuda” “Call / Bermuda” “Call / Bermuda”

Spot price (€/share) 13.03 11.99 21.00 22.19

Forecast volatility (1) 27.52% 24.75% 21.29% 26.51%

Free risk rate 2.31% 2.63% 4.13% 4.66%

Payout ratio (2) 0.0% 0.0% 0.0% 0.0%

(1) Estimated implicit volatility based on the prices of traded shares in official markets and OTC markets for that maturity and exercise

price.

(2)The early daily redemption dates have been estimated as from the beginning of the exercise period until the end of the exercise

period based strictly on market criteria.

67 CSR AAAR

The Hull & White model used, unlike others, enables one to input all the terms and conditions of the incentive plan. This model allows for the input of aspects such as the loss of the exercise right due to resignation before the first three years, the early exercising far from the optimal moment and the periods in which the right cannot be exercised. The model also allows for the input of employee leaver ratios based on their role in the company’s organisational chart.

abertis has sufficient treasury shares to meet the potential payout of shares.

28. OTHER INFORMATION

a) Remuneration of auditors

During 2010 the fees invoiced by PricewaterhouseCoopers Auditores, S.L. and other companies trading under PwC for auditing the annual accounts of the group companies have totalled Euros 466 thousand and Euros 1,184 thousand, respectively (Euros 819 thousand and Euros 1,167 thousand in 2009, respectively).

In addition, the fees invoiced during the year by other companies trading under the commercial name PwC for tax advisory and other services provided to the Group have totalled Euros 337 thousand and Euros 768 thousand, respectively (Euros 431 thousand and Euros 933 thousand in 2009).

Additionally the fees invoiced during 2010 by other auditors for auditing the annual accounts of group companies and other services provided have totalled Euros 239 thousand and Euros 600 thousand, respectively (Euros 410 thousand and Euros 155 thousand in 2009, respectively).

b) Financial plan

In accordance with the provisions of current legislation, the operator companies of Spanish motorways have their respective financial plans approved by the corresponding Administration.

c) Concession contracts

The main concession contracts held by the abertis Group relate to the maintenance and operation by the concessionary companies of different motorways managed by the Group, and at the end of the concession term the infrastructure must be returned in perfect condition to the granting body. Furthermore, the toll rate is indexed to inflation through specific formulas for each concession.

The main concession contracts of the subsidiary companies of the abertis Group, most of which under IFRIC 12 have been recorded using the “intangible model”, are as follows:

• Concession contract entered into by the French Government and sanef for the maintenance and operation of the northern motorways (A1, Paris-L´Îlles and A2, Paris, Velenciennes) and eastern motorways (A4, Paris-Strasbourg) in France and the Paris ring road (A16, Paris-Boulogne-sur Mer, A26, Calais-Troyes and A29, Ammiens-Neuchatel-en Bray), which terminates on 31 December 2029 (1964 was the year of adjudication).

• Concession contract entered into by the French Government and sapn (fully owned by sanef) for the maintenance and operation of the western motorways (A13, Paris-Caen and A14, Paris-Strasbourg) in France and the Paris ring road (A29, Le Havre-Sain Quentin), which terminates on 31 December 2029 (1964 was the year of adjudication).

• Concession contract entered into by the Catalan Regional Government (Regional Government of Catalonia) and the Ministry of Public Works (Ministry of Public Works and acesa for the construction, maintenance and operation of the following motorways: C-32 and C-33 motorways (Regional Government of Catalonia) and the AP-7 and AP-2 motorways (Spanish Government). The concession terminates on 31 August 2021 (1967 was the year of adjudication). Thereafter, the concession originally without an extension of term, were formalised (modifying certain aspects of the concession) two arrangements with the grantor administrations, the first for the expansion of the AP-7 toll motorway between La Jonquera and Vilaseca/Salou to three lanes along a 123 km. stretch with a planned investment of Euros 500 million, and the second establishing the general conditions of upgrading and modification to widen the stretch of the C-32 motorway between Palafolls and the connection to the GI-600 road, together with other improvements to road and mobility management linked to the motorway and its operations in the Maresme corridor, with a projected investment of Euros 96 million. (See Note 11).

• Concession contract entered into by the Catalan Government and aucat for the construction, maintenance and operation of the C-32 Pau Casals motorway. The concession terminates on 26 January 2039 (1989 was the year of adjudication).

• Concession contract entered into by the Ministry of Public Works and aumar for the construction, maintenance and operation of the toll Motorways AP-7 (Tarragona-Valencia and Valencia-Alicante) and AP-4 (Seville-Cadiz), which terminates on 31 October 2019.

• Concession contract entered into by the Ministry of Public Works and iberpistas for the construction, maintenance and operation of the Villalba-Adanero Motorway (AP-6), which terminates on 29 January 2018 (1968 was the year of adjudication). Subsequent to the concession arrangement and without extending its expiry date, an arrangement was reached (modifying certain points of the concession) to expand the motorway to three lanes along the San Rafael – Villacastín stretch, with an investment of Euros 75 million.

• Concession contract entered into by the Ministry of Public Works and castellana for the construction, maintenance and operation of the stretches of the AP-6 toll motorway connection with Segovia (AP-61) and AP-6 connection with Ávila (AP-51), which terminates in November 2031 (1999 was the year of adjudication). According to the terms of the concession arrangement, and based on the traffic flow during the period between November 2015 and November 2019, the term of the concession could be extended until November 2036.

• Concession contract entered into by the Ministry of Public Works and avasa for the construction, maintenance and operation of the Bilbao-Zaragoza section of the Ebro Motorway, now known as the AP-68 motorway, which terminates on 11 November 2026 (1973 was the year of adjudication).

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• Concession contract entered into by the Ministry of Public Works and aulesa for the construction, maintenance and operation of the León-Astorga toll motorway, which terminates on 11 March 2055 (2000 was the year of adjudication).

• Concession contract entered into by the Regional Government of Madrid and Trados 45 for the construction, maintenance and operation of the O’Donnell – N-IV stretch of the M-45 Road in Madrid, which terminates in August 2029.

• Concession contract entered into by the Argentine Government and gco for the construction, maintenance and operation of the Autopista del Oeste, which terminates on 31 December 2018.

• Concession contract entered into by the Ministry of Public Works of Chile and Autopista Central for the construction, maintenance and operation of the North – South corridor and the General Velásquez corridor, both in the city of Santiago de Chile, which terminates on 3 July 2031.

• Concession contract entered into by the Ministry of Public Works of Chile and rutas del pacífico for the construction, maintenance and operation of the trunk Santiago – Valparaíso – Viña del Mar trunk and the Southern Trunk, with a maximum term of 25 years, August 2024.

• Concession contract entered into by the Ministry of Public Works of Chile and Sociedad Concesionaria del Elqui, S.A. (elqui) for the construction, maintenance and operation of Ruta 5 along the Los Vilos – La Serena stretch, which terminate in December 2022.

• Concession contract entered into by the Authority for Roads, Transport and Motorways of Puerto Rico and Company S.E. (apr) for the construction, maintenance and operation of the Teodor Moscoso Bridge in San Juan De Puerto Rico, last amended on 2 September 2009. The concession terminates in February 2044.

• Concession contract entered into by the Unidad Administrativa Especial de la Aeronáutica Civil (Special Civil Aeronautic Administrative Unit) and codad for the construction, maintenance and operation of the first and second runway of the El Dorado Airport in the city of Bogota, Colombia, which terminates on August 2015.

This concession contemplates minimum guaranteed revenues, which, amongst others, has meant it is subject to IFRIC 12, using the financial model. Therefore, the concession is booked as a financial asset whose amount is decreased as net compensation is received during the year, and is increased as financial income accrues from the collection right booked. Furthermore, only operating income that is related to the maintenance expenses of the concession is recorded, along with its respective margin. (see Note 3.e.ii)

tbi operates five airports under concession:

• London Luton: 8.8 million passengers in 2010 (9.1 million in 2009). The concession expires in August 2028.

• Orlando Sandford: 1.1 million passengers in 2010 (1.7 million in 2009). The concession expires in August 2037.

• La Paz, Santa Cruz and Cochabamba: Bolivian airports with 3.7 million passengers in 2010 (3.1 million in 2009). Concessions terminate in March 2022.

dca owns companies operating 14 airports under concession (excluding the available-for-sale investment in SCL, which manages the Arturo Merino Internacional Airport in Santiago de Chile):

• Sangster Internacional Airport (Montego Bay, Jamaica), 3.3 million passengers in 2010 (3.2 million in 2009). The concession terminates in April 2033.

• Alfonso Bonilla Airport (Cali, Colombia), 3.1 million passengers in 2010 (2.5 million in 2009). The concession terminates in September 2020.

• 12 airports in Mexico, owned by GAP (indirect 5.80% held by abertis), with 20,2 million passengers in 2010 (19.3 million in 2009). The concession terminates in November 2048.

The booking of the airport concession contracts of tbi and dca have not been affected by the adoption of IFRIC 12 as from 1 January 2010, as none of the requirements under IFRIC 12 have been met (main since they are concessions without a regulated price).

saba operates various car parks under concession (contracts signed with local Administrations in the different countries where it operates):

• Spain: 67 operating centres (car parks and metered street parking areas) with a total of 26,465 spaces. The average time to maturity of all the concessions is 22 years.

• Italy: 52 operating centres with 24,308 spaces and an average time to maturity of all the concessions of 29 years.

• Portugal: 17 car parks providing 6,573 spaces under various concessions, with an average time to maturity of 20 years.

• Chile: 13 operating centres with 5,079 spaces and an average time to maturity of the concession of 24 years.

• France: 2 operating centres with a total of 521 parking spaces and an average time to maturity of 24 years

The concession arrangements for car parks under subject to IFRIC 12 have been booked using the intangible model.

sevisur, located on land owned by the Seville Port Authority released under an administrative concession until 2033 / 2037 in the case of ZAL-I. On 20 December 2007 the aforementioned Authorities awarded abertis logística with a new administrative concession for the construction and operation of buildings allocated to logistics activities of the ZAL-II of the Seville harbour for 35 years as from the beginning of the construction works. On 3 April 2008 sevisur subrogated the adjudicatory position of abertis logística. At the end of the concession term the different buildings will revert to the Port Authority of the Seville Harbour. At the 2010 year end a total of 104,000 square meters has been built and is under operation.

Centro Intermodal de Logística, S.A. (Cilsa) is the operator company that manages the logistics hub or logistics zone in Barcelona (Zal Barcelona) and Prat de Llobregat (ZAL Prat), with a concession term of 30 years, extendible for 30 more years as per current legislation. The expiry date is on 31 December 2030 for ZAL Barcelona and 31 December 2041 for ZAL Prat.

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The recording of these concession contracts has not been affected by the adoption of IFRIC-12 as from 1 January 2010, as some of the requirements of IFRIC-12 have not been met (mainly since the concessions do not have regulated prices).

29. SUBSEQUENT EVENTS

On 13 January 2011 abertis (acting through its Italian subsidiary Acesa Italia S.r.l, of which it is the sole shareholder) began the private placement amongst qualified investors of its 40,099,848 of Atlantia S.p.A. representing 6.68 % of its share capital. This placement took place through a “quick placement” procedure and was completed on 14 January 2011. As a result, the sale of the stake was completed for a price of Euros 625,558 thousand, generating in 2011 a gain for consolidation purposes of Euros 150,706 thousand, which has had an additional impact on equity to that recorded at the 31 December 2010 year end of Euros 13,233 thousand. As a result of this operation, abertis has no stake whatsoever in the share capital of Atlantia.

30. MATTERS ARISING FROM THE TRANSITION TO IFRIC 12

As indicated in Note 3, the consolidated annual accounts for the year ended 31 December 2010, are the first to take into account the application of IFRIC 12 – “Service Concession Arrangements”.

This interpretation regulates the accounting treatment of the public-private service concession arrangements of the operator company, and, based on the arrangement reached between it and the Grantor, established the respective accounting methods to follow.

IFRIC 12 affects the public-to-private service concession arrangements when:

• The Grantors controls or regulates to which services the operator must allocate infrastructure, to whom the services must be provided, and at what price, and

• The Grantor controls the entire significant residual participation in the infrastructure at the end of the arrangement.

Under these concession arrangements, the operator acts as a service provider, specifically, on the one hand, construction services or infrastructure enhancement, and, on the other hand, operational and maintenance service during the term of the arrangement.

Based on the contractual rights that the operator receives in consideration for the construction of infrastructure improvement services, the following accounting methods will be used:

a) Intangible model

A large number of the abertis Group companies affected by the application of IFRIC 12 (most of the motorway operator companies) have been subject to the intangible model. In general, this model applies when the Operator receives the right to charge the users a price for the use of the public service. This right is not unconditional but depends on whether the users actually use the service, and, accordingly, the risk of demand is borne by the Operator.

In this case the valuation of the asset to be recognized (value of the concession or value of the right to charge users for the public service) in consideration for the construction or improvement of infrastructure will be made in accordance with the provisions of IAS 38 “Intangible Assets”, and will be amortised over the term of the concession. Thus, the application of IFRIC 12 has mainly meant that these assets which until then were recorded under “PPE and revertible assets – investment in toll motorways” that finally will revert to the Grantor, have come to be recorded under “Other intangible assets – administrative concessions, patents and trademarks” and are amortised on a straight-line basis over the years remaining in the concession arrangement.

Furthermore, under IFRIC 12, using the intangible model, the future interventions have been determined that the Group’s operator companies must face as a result of the use of the infrastructures in order to maintain and restore them, for which the respective provisions have been booked, in accordance with IAS 37, using the best estimate possible of the disbursements required to meet them on the balance sheet date. Until application of IFRIC 12, and in general, most interventions of this type were charged as recurrent and annually to the income statement, or, in some cases, to replace PPE.

The main provisions that have been determined at the transition date at 1 January 2009 and at 31 December 2009 year end have been as follows:

1 January 2009 31 December 2009

Non-current

CurrentTotal

Non-current

CurrentTotal

Provision for:

Pavement 321,934 19,434 341,368 366,246 29,329 395,575

Other provisions (1) 217,726 7,881 225,607 243,889 11,648 255,537

539,660 27,315 566,975 610,135 40,977 651,112(1) Mainly include provisions for pavement, maintenance cycles and major interventions.

As indicated in Note 3.o to the consolidated annual accounts, these provisions are recognised in general at the current value of the future cash flows that are expected to be necessary.

b) Financial model

Applied residually to some airports in the Group, according to this model the Operator must recognise a financial asset as if it had an unconditional contractual right to receive from the Grantor (or on its behalf) cash or another financial asset in compensation for the construction and operation services and if the Grantor has little or no capacity avoid payment. This means that the Grantor guarantees the payment to the Operator of a fixed or specifiable amount or the deficit, if any. In this case, the operator does not bear the risk of demand since it collects even if there is no use of the infrastructure.

In this case the valuation is made as per IAS 32, IAS 39 and IFRS 7 in relation to the financial assets. This financial asset will give rise to the recording of financial income from the beginning of the work, calculated on the basis of an effective interest rate equivalent to the internal rate of return of the project.

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As a result of the application of this model, and the mixed model set out below, at the transition date additional financial assets have been posted at 1 January 2009 totalling Euros 130,574 (Euros 295,919 thousand at 31 December 2009).

c) Mixed model

Also residually applied by the Group to some operator motorway companies, this model consists in applying the financial model to the part of the contract in which the receipt of the amount is guaranteed, and the intangible model to the unguaranteed part, where the most significant aspect to be determined is which part of the revenues received will be used to recover the asset investment (intangible model) and which part will cover the account receivable (financial model).

The investments in improving infrastructure, which during the year ended 31 December 2010 have totalled Euros 337.2 million (Euros 199.3 million in 2009), have been recorded directly in the respective asset accounts on the balance sheet (intangible asset or account receivable, based on the accounting model applied in each case), and, accordingly, there is no breakdown in the consolidated income statement for the year of the income and expenses for this amount in relation to the construction services rendered.

IFRIC 12 has been applied on the transition date of 1 January 2009, after having prepared at that date the respective opening balance sheet under IFRIC 12, in order to provide consolidated and comparative financial statements for the year ended at 31 December 2009. The date of adoption of IFRIC 12 by the Group is 1 January 2010.

In the preparation of the consolidated balance sheet at 1 January 2009 (transition date) and at 31 December 2009 under IFRIC 12, the Group has made (in accordance with the impacts pointed out) certain adjustments and reclassifications in relation to the aggregates in the consolidated annual accounts for 2009 prepared under IFRS in force at 31 December 2009 (see Note 2.a and Note 3.q.ii to the consolidated annual accounts for 2009).

Under IAS 8, p.28, set out below please find the reconciliation between the aggregates of the consolidated balance sheet and consolidated net equity of the Group at 1 January 2009 and 31 December 2009, as well as the consolidated income statement at 31 December 2009 under IFRS without application of IFRIC 12 and with application of IFRIC 12:

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Consolidated Balance Sheet at 1 January 2009 (transition date)

Note31 December

2008

Impacts of adoption of

IFRIC 12

1 January 2009

(under IFRIC 12)

NET EQUITY

Capital and reserves attributable to the equity holders of the company

Share capital - 2,010,987 - 2,010,987

Share premium - 579,690 - 579,690

Treasury shares - (262,607) - (262,607)

Reserves - (183,503) - (183,503)

Retained earnings and other reserves - 1,228,034 (268,763) 959,271

3,372,601 (268,763) 3,103,838

Non-controlling interests - 1,406,365 (126,840) 1,279,525

Net equity 4,778,966 (395,603) 4,383,363

LIABILITIES


Borrowings - 12,763,366 - 12,763,366

Derivative financial instruments - 107,402 - 107,402

Deferred income - 45,653 - 45,653

Deferred tax liabilities - 1,394,542 15,082 1,409,624

Post-employment employee obligations- 57,102 - 57,102

Provisions and other liabilities a 283,066 539,660 822,726

Non-current liabilities 14,651,131 554,742 15,205,873

Current liabilities

Borrowings - 1,863,988 - 1,863,988


Trade and other payables - 596,874 - 596,874

Current tax liabilities - 146,155 - 146,155


Current liabilities 2,790,504 27,315 2,817,819

Liabilities 17,441,635 582,057 18,023,692

Net equity and liabilities 22,220,601 186,454 22,407,055

Consolidated Balance Sheet at 1 January 2009 (transition date)

Note

31 December

2008


IFRIC 12

1 January 2009

(under IFRIC 12)

ASSETS

Non-current assets

Property plant and equipment and revertible assets a 9,947,038 (8,297,094) 1,649,944

Goodwill - 4,185,015 - 4,185,015

Other intangible assets a 3,376,392 8,134,086 11,510,478

Investment property - 291,914 - 291,914

Holdings in associates - 1,340,013 6,787 1,346,800

Deferred tax assets - 377,763 212,651 590,414

Available-for-sale financial assets- 983,998 - 983,998


Trade and other receivables b/c 173,927 130,574 304,501

Non-current assets 20,993,694 187,004 21,180,698

Current assets

Inventories - 26,383 - 26,383

Trade and other receivables b/c 896,727 (550) 896,177


Cash and cash equivalents - 299,227 - 299,227

Current assets 1,226,907 (550) 1,226,357

Assets 22,220,601 186,454 22,407,055

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Consolidated Balance Sheet at 31 December 2009

Note

31 December

2009

Impacts of adoption

of IFRIC 12

31 December 2009

(under IFRIC 12)

ASSETS

Non-current assets

Property plant and equipment and revertible assets a 10,439,659 (8,617,469) 1,822,190

Goodwill - 4,350,453 - 4,350,453

Other intangible assets a 4,354,768 8,316,919 12,671,687

Investment property - 361,812 - 361,812

Holdings in associates - 1,373,983 - 1,373,983

Deferred tax assets - 495,462 231,530 726,992

Available-for-sale financial assets- 1,342,010 - 1,342,010



Non-current assets 23,392,656 226,899 23,619,555

Current assets

Inventories - 35,356 - 35,356


Derivative financial instruments - 70 - 70

Cash and cash equivalents - 341,769 - 341,769

Current assets 1,244,692 8,364 1,253,056

Assets 24,637,348 235,263 24,872,611

Consolidated Balance Sheet at 31 December 2009

Note

31 December

2009


IFRIC 12

31 December 2009

(under IFRIC 12)

NET EQUITY

Capital and reserves attributable to the equity holders of the company

Share capital - 2,111,537 - 2,111,537

Share premium - 523,309 - 523,309

Treasury shares - (261,113) - (261,113)

Reserves - 154,860 (5,647) 149,213

Retained earnings and other reserves - 1,763,387 (286,665) 1,476,722

4,291,980 (292,312) 3,999,668

Non-controlling interests - 1,469,794 (135,373) 1,334,421

Net equity 5,761,774 (427,685) 5,334,089

LIABILITIES


Borrowings - 13,847,881 - 13,847,881


Deferred income - 156,400 - 156,400

Deferred tax liabilities - 1,728,236 11,783 1,740,019

Post-employment employee obligations- 74,274 - 74,274


Non-current liabilities 16,487,446 621,918 17,109,364

Current liabilities

Borrowings - 1,337,640 - 1,337,640


Trade and other payables - 615,762 - 615,762

Current tax liabilities - 214,724 53 214,777


Current liabilities 2,388,128 41,030 2,429,158

Liabilities 18,875,574 662,948 19,538,522

Net equity and liabilities 24,637,348 235,263 24,872,611

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Consolidated Net Equity at 1 January and 31 December 2009

Attributable to the equity holders of

abertisNon-controlling

interests1 January 2009

2009 net income attributable to

equity holders of abertis

Reserves, retained earnings and other

reservesNon-controlling

interests31 December 2009

Net equity without IFRIC 123,372,601 1,406,365 4,778,966 653,064 266,315 63,429 5,761,774

Impact of IFRIC 12(268,763) (126,840) (395,603) (29,338) 5,789 (8,533) (427,685)

Net equity under IFRIC 123,103,838 1,279,525 4,383,363 623,726 272,104 54,896 5,334,089

Note: The equity adjustments are presented net of the respective tax impact, as the case may be, and include, where necessary, the

amounts for fully consolidated and proportionally consolidated companies and those consolidated by equity accounting.

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Consolidated Income Statement at 31 December 2009

31 December 2009


IFRIC 12

31 December 2009

(under IFRIC 12)

Services rendered 3,836,695 (31,048) 3,805,647

Other operating income 73,549 - 73,549

Own work capitalised 19,926 - 19,926

Other income 4,736 - 4,736

Operating income 3,934,906 (31,048) 3,903,858

Personnel expenses (604,504) - (604,504)

Other operating expenses (877,857) (48,230) (926,087)

Variations in trade provisions (14,867) - (14,867)

Variation in provisions for impairment (3,471) - (3,471)

Amortisation and depreciation (948,274) 41,129 (907,145)

Other expenses (2,618) - (2,618)

Operating expenses (2,451,591) (7,101) (2,458,692)

Operating profit 1,483,315 (38,149) 1,445,166

Variation in valuation of hedging instruments (373) - (373)

Financial income 167,689 19,820 187,509

Financial expenses (740,207) (33,457) (773,664)

Net financial income (572,891) (13,637) (586,528)

Net income of companies consolidated by equity accounting

78,014 (894) 77,120

Profit before tax 988,438 (52,680) 935,758

Income tax (265,967) 14,360 (251,607)

Profit for the year 722,471 (38,320) 684,151

Attributable to non-controlling holdings 69,407 (8,982) 60,425

Attributable to the equity holders of the Company

653,064 (29,338) 623,726

Earnings per share (in € per share)

- basic 0.95 0.90

- diluted 0.95 0.90

Barcelona 22 february 2011

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APPENDIX I. Subsidiary companies included in consolidation scope

Shareholding

Company Registered office

Cost(thousand Euros) % (*)

Company holding the interest

Consolidation method Activity Auditor

DIRECT SHAREHOLDINGS

Abertis Infraestructuras Finance, B.V. Prins bernhardptin, 200 1097JB Ámsterdam (Netherlands) 2,000 100.00% abertis Full consolidation Financial services PwC

Serviabertis, S.L. Av. Parc Logístic, 12-20 Barcelona 12,003 100.00% abertis Full consolidationAdministrative and technological

management servicesPwC

Toll motorway operations

Autopistas, C.E.S.A. (acesa) Av. Parc Logístic, 12-20 Barcelona 647,222 100.00% abertis Full consolidation Toll motorway operator PwC

Autopistas Aumar, S.A.C.E. (aumar) Paseo de la Alameda, 36, Valencia 591,587 100.00% abertis Full consolidation Toll motorway operator PwC

iberpistas, S.A.C.E. Pío Baroja, 6, Madrid 223,560 100.00% abertis Full consolidation Toll motorway operator PwC

Abertis Motorways UK, Ltd.Hill House, 1 Little New Street, Londres EC4A 3TR United Kingdom

23,363 100.00% abertis Full consolidation Holding company PwC

Abertis Infraestructuras Chile Limitada (abertis Chile)

El Golf 150, piso 6 Las Condes. Santiago (Chile) 88,208 100% (1) abertis Full consolidation Toll motorway operator PwC

Abertis USA Corp. 1737 H Street NW, Suite 200 Washington DC, 20006 434 100.00% abertis Full consolidationDevelopment and management of transport

and communication infrastructures-

Abertis Autopistas España, S.A. Av. Parc Logístic, 12-20 Barcelona 1,473 100.00% abertis Full consolidationStudy, development and construction of

civil infrastructurePwC

Abertis Portugal SGPS, S.A.Rua General Norton de Matos 21-A Arquiparque Algés Oeiras (Portugal)


abertis México Av. Parc Logístic, 12-20 Barcelona 3 100.00% abertis Full consolidationConstruction, maintenance and operation of

toll motorway concessions-

Gestión Integral de Concesiones S.A.(gicsa)

Av. Parc Logístic, 12-20 Barcelona 60 100.00% abertis Full consolidation Administration and management of

infrastructuresPwC

Infraestructures Viàries de Catalunya, S.A.

Av. Parc Logístic, 12-20 Barcelona 61 100.00% abertis Full consolidation Construction, maintenance and operation of

toll motorway concessionsPwC

Autopistas de Puerto Rico y Compañía, S.E. (apr)

Montellanos Sector Embalse San JoséSan Juan de Puerto Rico 00923 (Puerto Rico)

22,416 100.00% abertis Full consolidation Infrastructure operator PwC

Autopistas CorporationMontellanos Sector Embalse San José San Juan de Puerto Rico 00923 (Puerto Rico)

- 100.00% abertis Full consolidationAdministration and management of

infrastructures-

Inversora de Infraestructuras, S.L. (invin)

Av. Parc Logístic, 12-20 Barcelona 395,040 57.70% abertis Full consolidation Holding company PwC

Holding d’Infrastructures de Transport, S.A.S

30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 931,339 52.55% abertis Full consolidation Holding company PwC

abertis Americana Av. Parc Logístic, 12-20 Barcelona 3 100.00% abertis Full consolidation Dormant -

Abertis USA Holding LLC 1737 H Street NW, Suite 200 Washington DC, 20006 - 100.00% abertis Full consolidation Dormant -

(1) abertis shareholding: 100%. Direct 99.98%; indirect through Gicsa 0.02%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

76 CSR AAAR

Shareholding





Telecommunications

Abertis telecom, S.A. Av. Parc Logístic, 12-20 Barcelona 326,433 100.00% abertis Full consolidation Telecommunications services Other auditors

Airports

Abertis Airports. S.A. Av. Parc Logístic, 12-20 Barcelona 34,704 100.00% abertis Full consolidationDevelopment, construction, management

and operation of airportsPwC

Airport Concesion and Development Limited (ACDL)

tbi House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom


Compañía de Desarrollo Aeropuerto Eldorado, S.A.(codad)

Aeropuerto El Dorado, Muelle Internacional piso 2 Costados Sur Bogotá D.C. Colombia

45,751 85.00% abertis Full consolidation Airport construction and maintenance PwC

Car parks

Saba Aparcamientos, S.A. (saba) Av. Parc Logístic, 12-20 Barcelona 232,125 99.48% abertis Full consolidation Car park operations PwC

Logistics

Abertis Logística, S.A. Av. Parc Logístic, 12-20 Barcelona 111,993 100.00% abertis Full consolidationLogistics development and technical

assistancePwC

INDIRECT SHAREHOLDINGS

Through Autopistas. C.E.S.A.

Acesa Italia, S.R.L. Via delle Quatro Fontane, 15. Roma (Italy) 194,291 100.00% acesa Full consolidation Holding company PwC

Autopistes de Catalunya, S.A. (aucat) Av. Parc Logístic, 12-20 Barcelona 162,352 100.00% acesa Full consolidation Toll motorway operator PwC

Grupo Concesionario del Oeste, S.A. (gco) (2) Ruta Nacional nº7, km25,92 Ituzaingó (Argentina) 24,498 48.60% acesa Full consolidation Toll motorway operator PwC

Through Iberpistas. C.E.S.A.

Castellana de Autopistas, S.A.C.E. Pío Baroja, 6. Madrid 248,730 100.00% iberpistas Full consolidation Toll motorway operator PwC

Autopistas de León, S.A.C.E. (aulesa) Villadangos del Páramo. Ctra. Santa María del Páramo. León 54,752 100.00% iberpistas Full consolidation Toll motorway operator PwC

Autopistas Vasco-Aragonesa, C.E.S.A. (avasa) Barrio de Anuntzibai, s/n 48410 Orozco. Vizcaya 652,948 100.00% iberpistas Full consolidation Toll motorway operator PwC

Through abertis Infraestructuras Chile

abertis logística Chile El Golf 150, piso 6 Las Condes. Santiago (Chile) 10,404 100.00% abertis Chile Full consolidationConstruction and operations of logistics

facilitiesPwC

Abertis Autopistas Chile Ltda. El Golf 150, piso 6 Las Condes. Santiago (Chile) 174,662 100.00% abertis Chile Full consolidation Holding company PwC

Gestora de Autopistas, S.A. (gesa) El Golf 150, piso 6 Las Condes. Santiago (Chile) 1,406 100% (3) abertis Chile / abertis autopistas Chile

Full consolidation Toll motorway operator PwC

Sociedad Concesionaria del Elqui, S.A. (elqui)

El Golf 150, piso 6 Las Condes. Santiago (Chile) 125,415 100% (4) abertis Chile / abertis autopistas Chile


(2) The shares of gco are listed on the Buenos Aires stock exchange. The average quotation for the last quarter of 2010 was Argentine Pesos 1.586. At the year end ,the quotation was Argentine Pesos 1.98. 57.6% of the voting rights are held.(3) Shareholding abertis: 100%. Indirect through abertis infraestructuras Chile 51.00% and abertis autopistas Chile 49.00%.(4) Shareholding abertis: 100%. Indirect through abertis infraestructuras Chile 25.00% and abertis autopistas Chile 75.00%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.

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Through Inversora de Infraestructuras, S.L.

Ladecon, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 53,282 57.70% Invin, S.L. Full consolidation Investment company PwC

Inversiones Nocedal, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 81,127 57.70% Invin, S.L. Full consolidation Investment company PwC

Through abertis autopistas de Chile

Operadora del Pacífico, S.A. Km.17,900 Ruta 68, Pudahuel, Santiago 940 78.85% (5) abertis autopistas Chile / Invin, S.L.

Full consolidationRoad maintenance, conservation of

operationsPwC

rutas del pacífico Km.17,900 Ruta 68, Pudahuel, Santiago 156,967 78.85% (6) abertis autopistas Chile / Ladecon, S.A.


Rutas II, S.A. Km. 17,900 Ruta 68, Pudahuel, Santiago 240 78.85% (6) abertis autopistas Chile / Ladecon, S.A.

Full consolidationDevelopment execution and administration

of all types of real estate projectsPwC

Through Holding d’Infrastructures de Transport, S.A.S

sanef (Sociétes des Autoroutes du Nord-Est de la France)

30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 4,443,678 52.55%Holding

d’Infrastructures de Transport, S.A.S

Full consolidation Toll motorway operator PwC/Other auditors

HIT Finance BV Rokin 55, 1012 KK Amsterdam. Netherlands 2,000 52.55%Holding


Full consolidation Holding company PwC

sapn (Société des autoroutes Paris-Normandie)

30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 599,909 52.53% sanef Full consolidation Toll motorway operator PwC

sanef d.o.o Savska 106 10000 Zagreb. Croatia. 3 52.55% sanef Full consolidation Engineering services PwC

eurotoll 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 3,000 52.55% sanef Full consolidation Toll transaction processing PwC

bet eire flowBuilding Cloushaugh Business & Technology Park Dublin 17 Ireland

847 42.04% sanef Full consolidationDesign and maintenance of toll operating

infrastructures PwC

Slovtoll, s.r.o. Strakova, 1 811 01 Bratislava Slovakia 31 52.55% sanef Full consolidation Engineering services PwC

Santoll, s.r.o. Strakova, 1 811 01 Bratislava Slovakia 11 52.55% sanef Full consolidation Toll transaction processing PwC

sanef Tolling Priory Park, Bunkers Hill Abeford, Leeds LS25 3DF England - 36.79% sanef Full consolidation Toll transaction processingPwC

sanef Concession 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 37 52.48% sanef Full consolidation Dormant PwC

sanef aquitaine 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 500 52.55% sanef Full consolidation Toll motorway management and operations PwC

sea14 Route de Sartrouville 78 Montesson France 37 52.53% sapn Full consolidation Toll motorway management and operations PwC

Through abertis telecom

Retevisión I, S.A.Av. Parc Logístic, 12-20 08040 Barcelona

175,864 100.00% abertis telecom Full consolidation Telecommunications infrastructure operator Other auditors

Tradia Telecom, S.A.Av. Parc Logístic, 12-20 08040 Barcelona

134,497 100.00% abertis telecom Full consolidation Telecommunications infrastructure operator Other auditors

(5) Shareholding abertis: 78.85%. Indirect through abertis autopistas Chile 50.00% and Invin, S.L. 28.85%.(6) Shareholding abertis: 78.85%. Indirect through abertis autopistas Chile 50.00% and Ladecon, S.A. 28.85%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

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Shareholding





Through ACDL

TBI LtdTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

645,256 90.00% ACDL Full consolidation Holding company PwC

TBI Finance LtdTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

- 90.00% TBI Ltd Full consolidation Dormant PwC

Airport Group International Holdings LLC

c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America


TBI International Airports LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom


TBI Global LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom


TBI Aviation LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

- 90.00% TBI Ltd Full consolidation Aircraft rental PwC

TBI Financial Investments Limitedc/o PricewaterhouseCoopers LLP, 24 Great King Street, Edinburgh

19 90.00% TBI Finance Ltd Full consolidation Financial services PwC

TBI (US) Holdings LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

42,321 90.00%TBI International Airports Limited


TBI Airport Holdings LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

320,525 90.00%TBI International Airports Limited


Stockholm Skavsta Flygplats AB Box 44, 611 22 Nyköping, Sweden 27,684 81.09%TBI Airports Holding

LimitedFull consolidation Airport management and operations PwC

TBI Global ( Business Travel) LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

58 90.00% TBI Global Limited Full consolidation Dormant PwC

TBI US Operations Incc/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, USA

119,194 90.00%TBI (US) Holdings

LimitedFull consolidation Holding company PwC

Belfast International Airport Holdings Limited

TBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

84,108 90.00%TBI Airport Holdings

LimitedFull consolidation Holding company PwC

LLAG Investors (UK) LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

- 90.00%TBI Airport Holdings

LimitedFull consolidation Dormant PwC

London Luton Airport Group LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

163,862 90.00% (7)

TBI Airport Holdings Limited / LLAG Investors UK


Cardiff International Airport LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

44,611 90.00%TBI Airport Holdings

LimitedFull consolidation Airport management and operations PwC

TBI Overseas Holdings Incc/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, United States of America

106,375 90.00%TBI US Operations

IncFull consolidation Holding company PwC

Orlando Sanford International Inc2 Red Cleveland Boulevard, Suite 210, Sanford, Florida, FL32773, United States of America


IncFull consolidation Airport management and operations PwC

TBI Real Estate Holdings LLC2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, United States of America


IncFull consolidation Real estate PwC

TBI Airport Management Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, United States of America

688 90.00%TBI US Operations


(7) Shareholding abertis: 90.00%. Indirect through TBI Airport Holdings 64.26% and LLAG Investors UK Ltd 25.74%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

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Shareholding





Orlando Sanford Domestic Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, United States of America



TBI Cargo Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, United States of America

- 90.00%TBI US Operations

IncFull consolidation Air shipping PwC

SFB Fueling Holding (US)2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, United States of America


IncFull consolidation Holding company PwC

Belfast International Airport Limited Belfast International Airport, Aldergrove, BT29 4AB 38,954 90.00%Belfast International

Airport Holdings Limited

Full consolidation Airport management and operations PwC

Aldergrove Airports LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

- 90.00%Belfast International


Full consolidation Dormant PwC

Aldergrove International Airports Limited


- 90.00%Belfast International



Aldergrove Car Parks Limited Belfast International Airport, Aldergrove, BT29 4AB - 90.00%Belfast International



London Luton Airport Operations Limited


6,127 90.00% London Luton Airport Group

Limited Full consolidation Airport management and operations PwC

MB 121 LimitedTBI House, 72-104 Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

- 90.00%Cardiff International

Airport LimitedFull consolidation Dormant PwC

TBI Overseas (UK) LLCc/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, USA

22,450 90.00%TBI Overseas Holdings Inc

Full consolidation Technical consultancy services PwC

TBI (US) Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

15,521 90.00%TBI Overseas Holdings Inc


TBI Overseas (Bolivia) LLCc/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, USA

15,521 90.00% TBI (US) LLC Full consolidation Holding company PwC

Servicios de Airports Bolivianos, S.A. Santa Cruz de la Sierra, Santa Cruz, Bolivia 2,845 90.00%TBI Overseas (Bolivia) LLC

Full consolidation Airport management and operations PwC

Through abertis Airports

Desarrollo de Concesiones Aeroportuarias, S.L.

Avda. Parc Logistic 12-20Barcelona 08040

231,826 100.00% abertis airports Full consolidation Airport management and operations PwC

MBJ Airports , LtdSangster Internacional Airport00000 Montego Bay- Jamaica

25,308 74.50% dca Full consolidation Airport management and operations PwC

Through saba

Saba Portugal Parque de Estacionamiento, S.A.

Guedes de Azevedo, 148-180. Porto (Portugal) 36,767 99.48% saba Full consolidation Car park operations PwC

Saba Italia, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) 99,926 99.48% saba Full consolidation Car park operations PwC

Saba Estacionamientos de Chile, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 22,000 99.48% saba Full consolidation Car park operations PwC

Saba Inmobiliaria de Aparcamientos, S.L. Avda. Parc Logístic, 12-20. Barcelona 200 99.48% saba Full consolidation Car park operations PwC

(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

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Shareholding





Concesionaria Plaza de la Ciudadanía, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 4,985 99.48% saba Full consolidation Car park operations PwC

Saba Estacionamientos do Brasil, LtdaRua da Consolaçao, 3º andar, sala 20ª, centro 01301 903 – Sao Paulo

- 99.47% saba Full consolidation Car park operations PwC

Saba Aparcament de Santa Caterina Avda. Parc Logístic, 12-20. Barcelona 31 99.48% saba Full consolidation Car park operations PwC

Societat d’aparcaments de Terrassa, S.A. (satsa)

Plaça Vella, subsuelo. Terrassa 4,051 87.58% saba Full consolidation Car park operations PwC

Societat Pirenaica d’Aparcaments, S.A. (spasa)

Pau Casals, 7. Escaldes-Engordany (Principat d’Andorra) 100 59.69% saba Full consolidation Car park operations Other auditors

Liz Estacionamientos Guedes de Azevedo, 148-180. Porto (Portugal) 2,609 99.48% saba Portugal Full consolidation Car park operations PwC

Park Maggiore, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) 1,050 69.63% saba Italia Full consolidation Car park operations PwC

Parcheggi Largo Bellini Srl Via delle Quatro Fontane, 15. Roma (Italy) 400 79.58% saba Italia Full consolidation Car park operations Other auditors

Parcheggi Pisa Via delle Quatro Fontane, 15. Roma (Italy) 413 79.58% saba Italia Full consolidation Car park operations PwC

SIPA Vía M. Fanti, 2/b Peruggia (Italy) 13,261 71.39% saba Italia Full consolidation Car park operations PwC

Saba Park Chile, S.A. El Golf 150, piso 6 Las Condes. Santiago (Chile) 14,999 99.36%Saba Estaciona-

mientos de Chile, S.A.Full consolidation Car park operations PwC

Concesionaria Subterra El Golf 150, piso 6 Las Condes. Santiago (Chile) 3,559 99.48%Saba Estaciona-


Concesionaria Subterra Dos El Golf 150, piso 6 Las Condes. Santiago (Chile) 1,389 99.48%Saba Estaciona-


Concesionaria Estacionamientos Paseo Bulnes, S.A.

El Golf 150, piso 6 Las Condes. Santiago (Chile) 278 99.36% saba Park Chile Full consolidation Car park operations PwC

Sanef Saba Parking France 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 188 76.02% (8) saba / sanef Full consolidation Car park operations PwC

Through abertis logística

Sevisur Logística, S.A. Carretera de la esclusa 15 Sevilla 12,130 60.00% abertis logística Full consolidationConstruction and operations of logistics

facilitiesPwC

Consorcio de Plataformas Logísticas, S.A. Avda. Parc Logístic, 12-20. Barcelona 41,482 64.50% abertis logística Full consolidationManagement and operations of logistics

facilitiesPwC

abertis sanef logistique 30, Boulevard Gallieni 92130 Issy-les-Moulineaux France 38 76.28% (9) abertis logística / sanef

Full consolidationManagement and operations de logistics

platforms-

Consorcio de Parcs Logístics, Penedés S.A. Avda. Parc Logístic, 12-20. Barcelona 3 100.00% abertis logística Full consolidationConstruction and operations of logistics

facilities-

Consorcio de Parcs Logístics, ToulousseEurocentre 20 avenue Saint Guillan 31620 Castelnau d’Estretefonds

500 64.50%Consorcio de Plataformas

Logísticas, S.A.Full consolidation

Construction and operations of logistics facilities

-

Through Abertis Portugal SGPS

Abertis Logística Portugal, S.A.Rua General Norton de Matos 21-A Arquiparque Algés Oeiras (Portugal)

49,177 100.00%Abertis Portugal

SGPSFull consolidation

Construction and operations of logistics facilities

PwC

(8) Shareholding abertis: 76.02%. Indirect through saba 49.74% and sanef 26.28%.(9) Shareholding abertis: 76.28%. Indirect through abertis Logística 50.00% and sanef 26.28%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

81 CSR AAAR

APPENDIX II. Multi-group companies in consolidation scope

Shareholding

Company Registered officeCoste(thousand

Euros) % (*)Company holding

the interest Consolidation method Activity Auditor

Through Iberpistas S.A.C.E.

Autopista Trados-45, S.A. (TRADOS-45) Ctra. M-203 P.K. 0,280. Madrid 45,456 50.00% iberpistas Proportional consolidation Toll motorway operator PwC

Through abertis autopistas España

Areamed 2000, S.A. Avda. Diagonal, 579-587 5ª planta 08014 Barcelona

5,342 50.00% abertis autopistas España

Proportional consolidation Service area operations Other auditors

Through Inversora de Infraestructuras

Autopista Central San José N° 1145, San Bernardo, Santiago

75,251 28.85% (10) Invin, S.L. / Inversiones Nocedal

Proportional consolidation Toll motorway operator Other auditors


Servicios Audiovisuales Overon, S.L. (overon) Avda. Parc Logístic, 12-20. Barcelona 22,598 51.00% abertis telecom Proportional consolidation Telecommunications services y audiovisual

Other auditors

Hispasat, S.A. c/ Globelas, 41 Madrid 323,367 42.06% (11) abertis telecom / Eutelsat

Proportional consolidation Satellite operator Other auditors

adesal Telecom Ausias March 20, Valencia 3,297 51.10% tradia Telecom Proportional consolidation Construction and operations of tele-communications infrastructures

Other auditors

Hispasat Brasil Ltda Praia do Flamengo, 200. Río de Janeiro - Brazil

42,356 42.06% Hispasat, S.A. Proportional consolidation Satellite telecommunications Other auditors

Hispasat Canarias, S.L.U. Tomas Miller 47-49, Las Palmas de Gran Canaria 102,003 42.06% Hispasat, S.A. Proportional consolidation Satellite telecommunications Other auditors

Hispasat México, S.L.U. Agustín Manuel Chávez 1-001; Centro de Ciudad Santa Fe

2 20.61% Hispasat Proportional consolidation Satellite telecommunications operator Other auditors

Hispamar Satelites, S.A. Praia do Flamengo, 200. Río de Janeiro - Brazil

46,925 34.05% (12) Hispasat Brasil Ltda. / Hispasat, S.A.

Proportional consolidation Commercialisation of satellite capacity Other auditors

Hispamar Exterior, S.L.U. Gobelas, 41 Madrid 2,267 34.05% Hispamar Satélites Proportional consolidation Commercialisation of satellite capacity Other auditors

Through saba

Saba Aparcamientos de Levante, S.L. Avda. Parc Logístic, 12-20. Barcelona 3,929 49.74% saba Proportional consolidation Car park operations PwC

Through abertis logísitica

Parc Logístic de la Zona Franca, S.A. (PLZF) Av. del Parc Logístic, 12-10. Barcelona. 11,871 50.00% abertis logística Proportional consolidation Development and operations of logistics facilities

Other auditors

Araba Logística, S.A. (ARASUR) C/. Zabalgana, 1 -1º oficina 2 01015 Vitoria

20,670 43.98% abertis logística Proportional consolidation Development and operations of logistics facilities

PwC

Centro Intermodal de Logística, S.A. (CILSA) Av. Ports d’Europa, 100 Barcelona 56,188 28.38% Consorcio de Plata-formas Logísticas, S.A.

Proportional consolidation Development and operations of logistics facilities

Other auditors

(10) Indirect shareholding of abertis: 28.85 %. Indirect through Invin, S.L. 14.43% and Inversiones Nocedal, S.A. 14.43%.(11) Indirect shareholding of abertis: 42.06 %. Indirect through abertis telecom 33.38% and Eutelsat 8.68%.(12) Indirect shareholding of abertis: 34.05%. Indirect through Hispasat Brasil Ltda. 32.40% and Hispasat S.A. 1.65%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates into non-Euro currencies at the year end exchange rate.

82 CSR AAAR

APPENDIX III. Associates in consolidation scope

Shareholding


Cost(Thousand

Euros) % (*) Assets Liabilities Income Profit (loss)Company holding

the interestConsolidation

method Activity Auditor

DIRECT SHAREHOLDINGS

Concesionaria Vial de los Andes, S.A. (COVIANDES)

Avenida Calle 26 nº 59-41.Piso 9 (Edificio CCI) Santafé de Bogotá (Colombia)

18,563 40.00% 270,785 237,544 89,090 50,624 abertis Equity method Infrastructure operatorOther

auditors

ConinvialAvenida Calle 26 nº 59-41.Piso 9 (Edificio CCI) Santafé de Bogotá (Colombia)

8 40.00% 4,407 1,695 12,863 2,693 abertis Equity method ConstructionOther

auditors

Pt Operational Services Limited (PTY)

Yorkcor Park, 86 Watermeger street, Pretoria. South Africa (South Africa)

- 33.30% 3,611 941 12,647 2,256 abertis Equity methodOperations and maintenance

Other auditors

Autopistas del Sol, S.A. (AUSOL)Ruta Panamericana ; 2451 Boulogne (B1609JVF) Buenos Aires (Argentina)

147,548 31.59% 123,898 190,497 79,915 66,083 abertis Equity method Toll motorway operatorPwC/Other

auditors

INDIRECT SHAREHOLDINGS

Through Autopistas C.E.S.A.

Túnel del Cadí S.A.C.Carretera de Vallvidrera a St. Cugat, km 5,3. Barcelona

26,235 37.21% 106,883 47,452 24,462 8,534 acesa Equity method Toll motorway operatorOther

auditors

Autopista Terrassa-Manresa, Concesionària de la Generalitat de Catalunya, S.A. (AUTEMA)

Autopista C-16, km 41. Barcelona 49,612 23.72% 440,715 362,780 51,795 13,022 acesa Equity method Toll motorway operator PwC

Through Aumar S.A.C.E.

Ciralsa, S.A.C.E. Av. Maisonnave, 41. Alicante 12,542 25.00% 376,222 397,115 8,142 (21,565) aumar Equity method

Construction, conservation and operations of toll

motorways

Other auditors

Through Iberpistas S.A.C.E.

Alazor Inversiones, S.A.Carretera M-50, Km. 67,5 Area de Servicio la Atalaya Villaviciosa de Odón (Madrid)

78,859 35.12% 860,558 1,108,247 24,064 (9,338) iberpistas Equity method Holding companyOther

auditors

Infraestructuras y Radiales, S.A. (IRASA)

Ctra. M100 Alcalá de Henares a Daganzo Km 6,3 28806 Alcala de Henares

34,526 30.0% (13) 535,739 582,170 - (14,457) iberpistas / avasa Equity methodInfrastructure

administration and management

Other auditors

M-45 Conservación, S.A. Ctra. M-203 P.K. 0,280. Madrid 553 25.00% 867 314 1,661 - Trados-45 Equity methodToll motorway

conservation and management

Other auditors

Accesos de Madrid, C.E.S.A.Carretera M-50, Km. 67,5 Area de Servicio la Atalaya Villaviciosa de Odón (Madrid)

223,605 35.12% 1,066,501 1,108,279 21,596 (36,949) Alazor Inversiones Equity method Toll motorway operatorOther

auditors

Autopista del Henares, S.A.C.E. (HENARSA)


426,550 30.00% 303,783 49,890 23,531 (26,756)Infraestructuras y

RadialesEquity method Toll motorway operator

Other auditors

(13) Indirect shareholding of abertis: 30%. Indirect through iberpistas, S.A.C.E. 15% and Avasa 15%.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

83 CSR AAAR

Shareholding


Cost(Thousand




Enredosa Infraestructuras,S.A. (ERREDOSA)


61 30.00% 43 - - (3)Infraestructuras y

RadialesEquity method

Infrastructure administration and

management

Other auditors

Through Abertis Motorways Uk Ltd.

Road Management Group (RMG)The Old Brew House, 130 High Street Old Working Surrey, GU22 9JN England

13,600 33.33% 283,275 266,025 46,142 (1,101)Abertis

Motorways Uk Limited

Equity method Toll motorway operator PwC

Through Holding d’Infrastructures de Transport, S.A.S

A`lienor 40, rue de Liége 64000 Pau- France 66,507 18.39% 1,208,796 928,493 1,690 (915) sanef Equity method Toll motorway operatorOther

auditors

Alis35, rue des Chanteriers 78000 Versailles. France

2,258 10.34% (14) 931,512 704,070 50,516 (20,850) sanef / sapn Equity method Toll motorway operatorOther

auditors

Routalis SAS11, avenue du Centre 78280 Guyancourt. France

12 15.76% 3,617 3,013 9,469 560 sapn Equity methodRoad transport infrastructures management

Other auditors


Torre de Collserola, S.A. Ctra. de Vallvidrera al Tibidabo, s/n. Barcelona 2,439 41.75% 19,239 12,978 4,328 20 retevisión Equity method

Construction and operations of

telecommunications infrastructure

Other auditors

Consorcio de Telecommunications avanzadas, S.A. (COTA)

C/ Uruguay, parcela 13R, nave 6, Parque Empresarial Magalia, Polígono Industrial Oeste

250 25.00% 3,916 1,372 2,406 288 tradia Equity methodTelecommunications concession operator

services

Otro auditores

Eutelsat (15) Communications, S.A. c/ Balard nº 70, PARIS 1,077,136 31.35% 4,717,033 3,204,728 1,115,038 311,784 abertis telecom Equity methodTelecommunications

satellite operatorOtro

auditores

Hisdesat Servicios Estratégicos Paseo de la Castellana, 143 - Madrid 46,512 18.09% 365,679 209,094 58,206 21,732 Hispasat Equity methodCommercialisation

of space systems for government

PwC

Galileo Sistemas y Servicios IsACc Newton, 1 - Madrid - 6.01% 1,296 361 2,820 (9) Hispasat Equity method Satellite capacity -

Through saba

Las Mercedes Sociedad Concesionaria, S.L.

Las Mercedes, s/n. Las Arenas-Getxo. Vizcaya 539 33.16% 6,294 5,939 474 (25) saba Equity method Car park operations PwC

Port Mobility Loc. Prato del Turco Civitavecchia (Italy) 119 9.95% 5,620 4,454 6,859 32 saba Italia Equity method Car park operations -

(14) Indirect shareholding of abertis: 10.34%. Indirect through sanef 6.13% and sapn 4.21%.(15) The shares of Eutelsat, S.A. are listed on the Paris stock exchange. The average quotations for the last quarter of 2009 was Euros 27.172. At the year end the quotation was Euros 27.39.(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

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Shareholding


Cost(Thousand




Parcheggi Modena Vía Carlo Pisacane, 2 Carpi (Italy) 333 13.25% 6,473 3,378 1,813 582 saba Italia Equity method Car park operationsOther

auditors

Bologna & Fiera Scarl Via Maserati 16. Bologna (Italy) 1,938 12.43% 65,884 53,715 2,859 (1,151) saba Italia Equity method Car park operations -

Parcheggio Porta Trento, S.r.l. Via delle Quatro Fontane, 15 Roma (Italy) 38 19.90% 557 (407) - (22) saba Italia Equity method Car park operationsOther

auditors

Semplicitá SpA Corso Vannucci 10 Perugia (Italy) 38 9.00% 1,346 1,119 993 4 sipa Equity method CommunicationsOther

auditors

Metro Perugia Scarl Plan di Massiano Perugia (Italy) 180 14.42% 25,181 24,463 756 (42) sipa Equity method TransportOther

auditors

Through ACDL

SFB Fueling (US)2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

564 45.00% 1,255 688 12,203 135SFB Fueling

Holding (US)Equity method Purchase-sale of fuel PwC

Through abertis airports

Aerocali, S.A.Aeropuerto Internacional Alfonso Bonilla Aragón Piso 3 Palmira - Valle COLOMBIA

1,679 33.33% 11,990 5,808 21,062 3,005 dca Equity methodAirport management

and operationsOther

auditors

Airports Mexicanos del Pacífico SA de CV

Avda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico, 44530 Guadalajara MEXICO

83,813 33.33% 281,852 20,603 3,635 12,211 dca Equity method Holding companyOther

auditors

Grupo Aeroportuario Pacífico, S.A.B. de C.V.

Avda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico, 44530 Guadalajara MEXICO

166,996 5.80% 1,741,993 135,178 202,194 75,848 AMP Equity methodAirport management

and operationsOther

auditors

Impulso Aeroportuariop.Avda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico, 44530 Guadalajara MEXICO

3 33.30% 42,602 36,521 - 4,183 AMP Equity method Holding companyOther

auditors

(*) Relates to the shareholding % of Abertis Infraestructuras, S.A. (direct or indirect) in each investee company.This appendix forms an integral part of Note 2b.i to the 2010 consolidated annual accounts together with which it must be read.Translation of aggregates into non-Euro currencies at the year end exchange rate.

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ABERTIS INFRAESTRUCTURAS, S.A.AND SUBSIDIARY COMPANIES

CONSOLIDATED MANAGEMENT REPORT FOR 2010

1. DISCLOSURES ON COMPLIANCE WITH THE PROVISIONS OF ARTICLE 262 OF THE CORPORATE ENTERPRISES ACT

The abertis Group provides its services in the area of infrastructure management serving mobility and communications. It operates in the sectors of motorways, telecommunication infrastructure, airports, car parks and logistics infrastructure.

Significant events

In 2010 the Group has continued its activities in the framework along the major strategic lines for the last few years (growth, profitability, sustainability and services) opting for selective growth in the current economic environment. The main events of note this year have been as follows:

• In the toll motorway sector the group has continued to expand capacity, which in 2010 has basically involved the following: the completion of the third lane of the Maçanet-Fornells stretch of the AP-7 Norte motorway; completion of the extension of the C-32 Palafolls-Tordera motorway (by acesa), completion of the third lane of the A13, on the 13 km stretch between Beuzeville and Pont L’Èvèque in the sapn network towards Paris-Caen, and the completion of the construction of the ring road south of Reims and the A-65 motorway (through the A’lienor consortium) in France by the sanef group.

Furthermore, in January 2010 acesa reached an arrangement (the “Maresme Arrangement”) with the Government of Catalonia to carry out improvements on the C-32 motorway.

On the other hand, the sanef group signed an arrangement (“Paquet Vert”) to increase the concession period by 1 year) with the French government in order to implement a series of additional improvements, mainly environmental, in its too motorway network.In any case, the sector continues doing research and implementation of best practices to ensure quality, differentiated services are being given to customers and users in areas such as dynamic tolling, signage or roadworthiness that contribute considerably to improving the travel velocity and safety. • In the telecommunications sector, abertis telecom completed the “analogical elimination” process in April 2010, taking the lead in digital land television services (TDT) in Spain (continuing expansion of coverage established by the Government which at the 2010 year end exceeded 98% of the population) and the research and testing of Internet and television for mobile telephony and the provision of radio-communication services for public safety and emergency networks, while continuing to receive television and radio broadcast licenses across Spain.

•In the airport sector abertis airports has maintained the policy of ongoing improvement of the facilities in areas such as the optimization of security measures and the expansion and improvement of commercial services for passengers.

•In the car park sector, saba has continued to expand in Spain (with new car parks and/or spaces, amongst others, in Palma de Mallorca and Pamplona) and in Italy (new car parks in Pisa and Genoa), consolidating the process of internationalization begun a few years ago, which has translated into a major presence in Italy, Portugal, Chile and France (still incipient, in the latter case).

Furthermore, the sector is carrying out a series of actions aimed at strengthening sustainability and technological advances in order to improve the service to customers and care for the environment. Thus, in 2010 a total of 12 electric vehicle charge points have been installed in four of the main car parks managed in the city of Barcelona.

•In the logistics infrastructure sector, as a result of the current economic situation, levels of occupancy have fallen. Also, at the end of 2010 the Santiago de Chile logistics facilities began operating at high occupancy levels.

Activity and results

As in 2009, although to a lesser extent, 2010 has also been influenced by the economic deceleration that has affected the activity of the different business units (especially in the toll motorway, airport, car park and logistics segments), although during the second half of the year there has been a moderation of the declines, and, in some cases, such as the French and Chilean toll motorways, there has even been at the year end a considerable increased in activity, especially in the traffic of heavy vehicles.

The revenues from operations have increased by Euros 4,106 million, which is an increase of 5% on last year, impacted by the acquisition in June 2009 of the interest of Itínere in toll motorway operator companies (mainly an additional 50% in avasa and rutas del pacífico and an additional 75% in elqui), as well as non-recurrent works relating to the extension of the TDT coverage in the telecommunications sector.

In motorways, which is still the main business in terms of contributions to consolidated income, the average daily traffic flow (main indicator) for all the operators has decreased slightly by -0.4% to 22,869 vehicles, although this effect has been offset by the impact of the inclusion during the year of the acquisitions made in the second half of 2009 (Itínere assets”), and the positive evolution of the telecommunications and airports section, and to a lesser degree, car parks.

2009 expansion (acquisition of operator companies from Itínere effective 30 June 2009) has affected the main aggregates of the income statement, fostering a positive trend in operating income and operating profit (the latter being favoured also by the improvement measures in efficiency and optimisation of operating costs that has been carried out since last year), with the latter reaching an increase of 6%.

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The increase in financing expenses as a result mainly of the financing of the 2009 acquisitions and the issue of bonds in September 2009 of Euros 1,000 million at a fixed interest rate of 4.625% (floating until that time), has been mitigated by lower reference interest rates for most of the year at the end of 2009 (mainly the Euribor) which has had a positive impact on Group borrowings at floating rates (16% of total borrowings at 31 December 2010).

Furthermore, the favourable evolution of the contribution of Eutelsat and Coviandes, both consolidated by equity accounting, has led to a great extent to the increase of this account against the 2009 year end.

Please note also that there has also been a decrease in the corporate income tax rate in the United Kingdom as from 2011 from 28% to 27% and other non-recurrent tax effects that have fostered a decrease in this tax expense in spite of the slight increase in tax profit. Thus, consolidated net income for the year attributable to the equity holders has totalled Euros 662 million, which represents an increase of +6% over last year.

As for the relative weight of the different business units on income, the toll motorway sector represents 75% of the total income, telecommunication infrastructures 13%, airports 7%, car parks 4% and logistics facilities around 1%, all of which are in line with the preceding year.

Balance Sheet

Total assets at 31 December 2010 have come to Euros 25,292 million, which represents an increase of 2% on last year. Of total assets, around 60% relates to PPE and other intangible assets (basically concessions) in line with the nature of the Group’s businesses relating to infrastructure management. This percentage is in line with last year.

Total Group investment in 2010 has exceeded Euros 750 million, relating mostly to expansion (75% of the total), fundamentally in increasing motorway capacity.

Consolidated net equity has totalled Euros 5,453 million, 2.2% higher than last year, basically due to the net income not distributed for the year and the positive impact of the translation differences generated during the year, offsetting the decrease in the valuation of financial assets that must be marked to market (Euros -257 million) and the impact of the final dividend for 2009.

Gross borrowings at 31 December 2010 (Euros 15,134 million, excluding payables with companies consolidated by equity accounting and interest on loans and bonds) make up 60% of liabilities and net equity, which is in line with the 2009 year end. Furthermore, following the policy of minimising exposure to financial risk, at the 2010 year end, a major part of the debt (84%) accrued a fixed interest rate or a fixed rate through hedges (percentage that has not varied against 2009).

Because of the nature of its investment activity, abertis is exposed to different financial risks: exchange rate risk, credit risk, liquidity risk and cash flow interest rate risk. The overall risk management program

of the Group takes into account the uncertainty of the financial markets and tries to minimise the potentially adverse effects on global profitability of the Group as a whole basically through the setting of financing and hedging policies depending in line with each business type.

In practice this is continuing to translate into a health financial structure, with a high average debt maturity and a high percentage of debt at fixed rates or fixed rates that minimise to a great extent the possible effect of tensions in the credit market.

The major generation of cash flows of most of the main businesses of abertis allows it to maintain a financial balance that makes it possible to make new investments in improving the infrastructures it manages and continue its policy of selective investments without requiring additional capital contributions from shareholders.

The Group is also exposed to a greater or lesser extent to some business risks (customer demand, concession expiry, regulatory environment, competition, country risk, customer concentration, initial project launches) as well as operational risk (operations, technology, fraud and integrity). abertis minimises its exposure to these risks through control systems (based on a combination of strategic and operational measures) and ongoing adaptation of its policies and procedures to the growing size, complexity and geographic diversification of the Group. Please note that the very nature of a large number of its businesses (concessions under long-term contracts, clearly restricted scenarios and pre-set conditions) constitute in itself a factor that minimises a large part of the business risks it faces.

Shareholder return

As in prior years, abertis has maintained its policy of shareholder return that combines the dividend pay out with a bonus share issue of one share for every 20 shares held.

In April 2010 the General Meeting of Shareholders agreed to a bonus share issue (in June), and in October 2010 an interim dividend was paid of Euros 0.30 per share, as was the case last year.

The Board of Directors of abertis adopted a resolution to propose to the General Meeting of Shareholders the distribution of a final dividend of Euros 0.30 gross per share against 2010 net income.

The total maximum dividend to be charged to the income statement for 2010 will total Euros 443.3 million, taking into account the interim dividend already distributed, and represents an increase of 5% on the dividend distributed and charged against results in the prior year.

Outlook

For next year a recovery is expected in the activity of toll motorways (consolidating the increases of 2010 in French and Chilean toll motorways) and an increase in rates resulting from the increase in inflation at the end of 2010.

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Furthermore, a general increase is expected in activity in the other sectors, although the telecommunications segment will be penalised by the impact during the year of the “analogicial elimination” (in 2010 effective as from April). In any case, it is estimated that the positive evolution of the different businesses and the impact of the cost optimisation process that is being carried out by the Group in the last few years, will allow for growth in revenues, gross operating profit and net income attributable to the equity holders of the company.

Although the uncertainty of the current economic environment (general level of indebtedness, sources and costs of financing and a lack of investment opportunities), there has been a certain slowdown in the growth and diversification process, and we cannot rule out the analysis of investment opportunities provided that they meet the strict requirements of security and profitability requirements of abertis for its investments. The balance of all investments, both in terms of maturity and profitability and geographic and sectorial diversification, and maintaining or improving the position of the different business units, must contribute to a sustained positive contribution from all the units in order to continue our shareholder return policy.

On the other hand, there is little perspective for the positive evolution of interest rates, and, accordingly, the Group’s hedging policy will become increasingly important.

It is not expected that new risks or uncertainties will arise beyond those inherent in the business that have been discussed above. In any case, the Group will continue making a major effort to optimise management and improvements in efficiency in relation to a greater control of costs and investments, bearing in mind the current situation and economic outlook for 2011.

Treasury shares

Under the authorisation approved by the Shareholders’ Meeting, at the year end the Company holds 14,551,098 treasury shares (1.97% of share capital). It is the company’s intention to use these shares to cover the various share-based payment schemes approved by the shareholders for executives and employees as well as the placing a part of this packet of shares on the market, market conditions permitting.

Other matters

It is Group policy to pay maximum attention to environmental protection and conservation, and each investee company adopts the measures necessary to minimise the environmental impact of the infrastructures that they manage in order that they blend in as much as possible with their surroundings.

Subsequent events

There have been no post-balance sheet events in addition to those mentioned in Note 29 to the consolidated annual accounts.

2. DISCLOSURES ON COMPLIANCE WITH THE PROVISIONS OF ARTICLE 116 B OF THE SPANISH SECURITIES EXCHANGE ACT

a) The capital structure, including securities that are not traded on a regulated EU market, indicating, as the case may be the different classes of shares and for each class of shares, the rights and obligations they confer and the percentage of the share capital they represent.

The share capital of Abertis Infraestructuras, S.A. at 31 December 2010 totals Euros 2,217,113,349 divided into 739,037,783 fully subscribed and paid ordinary shares, belonging to a single class and series, with a par value of Euros 3 each.

b) Restrictions on the transfer of shares

Article 6 of the articles of association stipulates that the shares are represented by accounting entries. The shares can be transferred by any means recognised by law, depending on their nature and in accordance with legislation governing the transfer of securities represented by accounting entries.

c) Significant direct or indirect shareholdings

According to the information received by the company, the significant shareholdings in the share capital of abertis greater than or equal to 3% of its share capital or voting rights at 31 December 2010 are as follows:

Registered name of the shareholder

Number of direct

voting rights

Number of indirect voting rights (*)

% of totalvoting rights

Caja de Ahorros y Pensiones de Barcelona “la Caixa” 3,692,977 210,455,711 28.977

Share arranged throughTrebol Holding, S.a.r.L. /ACS, Actividades de Construcciones y Servicios, S.A. (1)

- 190,909,187 25.832

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(*) Through:

Caja de Ahorros y Pensiones de Barcelona “La Caixa”:


Number of directvoting rights


Criteria CaixaCorp, S.A. 149,431,166 20.220

Inversiones Autopistas, S.L. (2) 57,296,742 7.753

Vidacaixa, S.A. de Seguros y Reaseguros (2) 3,727,803 0.504

Acción concertada Trebol Holdings, S.a.r.L. / ACS, Actividades de Construction and services, S.A:




Trebol International B.V. 114,935,123 15.552

Admirabilia, S.L. 75,974,064 10.280

(1) The joint share is arranged through an Investment and Shareholders’ Agreement that Trebol Holdings, S.a.r.L. and ACS Actividades de Construcción y Servicios, S.A. entered into on 10 August 2010, in order mainly to take a significant but minority stake in abertis through the companies Trebol International BV (99% owned by Trebol Holdings, S.a.r.L. and 1% owned by the ACS Group) and Admirabilia, S.L. (99% owned by the ACS Group and 1% owned by Trebol Holdings, S.a.r.L).

Trebol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS, Actividades de Construcción y Servicios, S.A. holds the remaining 40%. However, there are certain restricted areas for which certain resolutions require a qualified majority in order to ensure the agreement of both shareholders.

Trebol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (Limited Partnerships), without any company controlling it. CVC Capital Partners does not have the power to exercise voting rights.

(2) Companies owned by Criteria CaixaCorp, S.A.

d) Restrictions on voting rights

Article 13 of the Articles of Association stipulates that:

“Shareholders can attend the General Meeting of Shareholders in person if they can accredit that they hold at least one thousand shares in their name five days prior to said meeting. Each share corresponds to one vote. To said purpose, the shareholders must attend the General Meeting bearing invitation expedited by the entities forming part of the Registration, Compensation and Liquidation Systems Management Company (formerly the Securities Compensation and Liquidation Service), or by the company itself after accrediting ownership of the shares.71Every shareholder is entitled to designate any individual as his proxy, whether they latter are shareholders or not. Those holding fewer shares than the number required to attend the annual general meetings shall be entitled to representation by one of them if by grouping together they can combine said number of shares. The proxy must be accredited in any case by means of special reliable documents for each annual general meeting.”

e) Side arrangements

The company is aware of an investment arrangement between shareholders dated 10 August 2010 signed by Trebol Holdings, S.a.r.l. and ACS, Actividades de Construcción y Servicios, S.A. in order to take a significant stake in abertis. The joint shareholding of 25.832% of the share capital of abertis has been arranged through a joint share held by Trebol International BV (99% owned by Trebol Holdings, S.a.r.L. and 1% owned by the ACS Group) and Admirabilia, S.L. (99% owned by the ACS Group and 1% owned by Trebol Holdings, S.a.r.L.). The voting rights of both companies breakdown as follows: 60% are held by Trebol Holdings, S.a.r.L. and the remaining 40% are held by the ACS Group. However, there are certain restricted areas for which certain resolutions require a qualified majority in order to ensure the arrangement of both shareholders.

Trebol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (limited partnerships). (Relevant matters published on 11 August and 1 September 2010).

f) Regulations on the appointment and replacement of members of the governing bodies and modifications to the articles of association.

I.- The standards applicable to the appointment of directors and their substitution are regulated by article 20 of the Articles of Association, as well as articles 5, 6, 16, 17, 18 and 19 of the Regulations of the Board of Directors, which stipulate:

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Article 20 of the Articles of Association of Abertis stipulates that:

“The Board of Directors will be made up of a number of members no fewer than six and no greater than twenty-two. In order to be elected as an administrator one need not be a shareholder, except in the event of temporary appointment under the provisions of article 138 of the Spanish Public Limited Companies Act. The determination of the specific number of board members is the responsibility of the General Meeting of Shareholders. The election of the board members is subject to the provisions of article 137 of the Spanish Public Limited Companies Act and the regulations pursuant thereto. The references to articles 138 and 137 of the Spanish Public Limited Companies Act are understood respectively to refer to articles 244 and 243 of the Spanish Corporate Enterprises Act”.

Article 5 of the Regulations of the Board of Directors stipulates that:

“1. The Board of Directors, in undertaking its power to propose to the General Meeting of Shareholders and co-opt members to cover vacant seats, will ensure that in the composition of this body that the external or non-executive members represent a broad majority vis-à-vis the executive members.

Thus, it is understood that the executive officers comprise the Chief Executive Officer and those who by virtue of any other office undertake management responsibilities within the Company.

2. The Board will likewise ensure that within the majority group of external board members there are Board Members or those representing the interests of the significant stable equity holders (significant shareholders) as well as persons of recognized prestige that are not related to the team or the significant shareholders of the Company (independent board members).

3. In order to establish a reasonable balance between the board members appointed by significant shareholders and independent board members, the Board will take into account the ownership structure of the Company, the importance in absolute and relative terms of the significant shareholders, and also the degree of permanence, commitment and strategic bond with the Company of the significant equity holders.”


“1.The Board of Directors will be made up of the number of members determined by the General Meeting of Shareholders within the limits established by the Articles of Association of the Company.

The Board will propose to the General Meeting of Shareholders the number (between 15 and 21), which, depending on the changing circumstances of the Company, is most suitable to assuring appropriate representation and effective functioning of this body.”


“1.The members will be designated by the General Meeting of Shareholders or by the Board of Directors in accordance with the provisions of the Spanish Public Limited Companies Act.

The proposed appointments of members to be submitted by the Board of Directors for deliberation by the General Meeting of Shareholders and the appointment decisions adopted by this body by virtue of its co-opting powers legally attributed to it must be preceded by the respective proposal from the Appointments and Remunerations Committee in respect of the independent board members and by a report in the case of the other members.” The references to the Spanish Public Limited Companies Act are understood to refer to the Spanish Corporate Enterprises Act”.


“The Board of Directors and the Appointments and Remunerations Committee, as part of their powers, will ensure that the candidates are of renowned prestige, competence and experience, and must be extremely careful in relation to those called to cover vacant seats as independent board members as per Article 5 of these Regulations and under the applicable standards of good governance.”


“1. The board members will exercise their office for the period of time set down in the Articles of Association and have the right to be re-elected.

2. The members co-opted onto the board will exercise their office until the date of the first General Meeting of Shareholders.

When, subject to a report from the Audit and Control Committee, the Board of Directors believes that the interests of the Company are at risk, any member who has completed his mandate shall not be entitled to render services to any other entity that has corporate purposes analogous to those of the Company and which is its competitor, in the opinion of the Board of Directors, for a period established by the latter and which in no case shall be longer than two (2) years.”


“1. The members will be removed from their office when the period for which they were appointed has expired or whenever the General Meeting of Shareholders decides to do so in accordance with the powers legally or statutorily conferred upon it.

2. The board members must tender their resignation to the Board of Directors and formalise, if required by the latter, their respective resignation in the following cases:

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a) When they are removed from their executive offices to which they were appointed as members. In the case of independent members, after they have been twelve (12) years in this office.

b) Whenever they are involved in any situations constituting grounds of conflict of interest or that are legally prohibited.

c) Whenever they are indicted for an alleged crime or subject to disciplinary proceedings for a serious or very serious infringement being heard by the supervisory authorities.

d) When their presence on the Board could put the interests of the Company in jeopardy and when the reasons for which they were appointed no longer exist. It will be understood that this latter circumstance occurs in relation to a board member appointed by significant shareholders when the entire shareholding has been sold of which he is the shareholder or representative and also when the reduction of his shareholding requires the reduction of board members appointed by significant shareholders.

“3. The executive officers must tender their resignation to the Board once they turn seventy years old and the latter must decide whether they can continue to exercise their executive or proxy functions or simply remain members.”

II. As for the modification of the articles of association, the applicable standards are regulated, notwithstanding the provisions of article 194 of the Spanish Corporate Enterprises Act (article 103 under the former Spanish Limited Companies Act), by article 22 of the Articles of Association and article 4 of the Regulations of the Board of Directors stipulating that:

“In order to adopt resolutions the absolute majority of the attending, present or proxy, members, at the meetings will be required, except a) in regards to the permanent conferral of a power by the Board of Directors upon the Executive Committee or the Chief Executive Officer and the appointment of the administrators to occupy said offices, in which case a two thirds majority of the members of the Board is required, and b) in respect of the following matters, in which more than two thirds of the members present or present by proxy is required:

(i) Proposals for the transformation, merger, demerger or winding up of the company, the global assignment of its assets and liabilities, the contribution of a branch of activity, a change in the corporate purposes, an increase or decrease of share capital. …”

g) The powers of the members of the Board of Directors and, in particular, those relating to the

possibility of issuing or repurchasing shares.

I.- The Board of Directors, in accordance with the provisions of article 23 of the Articles of Association, has the following powers:

a) To appointment, from amongst its members, a Chairman and one or several Vice-Chairmen. It shall also appoint a Secretary who may or may not be a member. And it shall also appoint a non-Member Vice-Secretary who will substitute the Secretary in the latter’s absence.

b) To convene the ordinary and extraordinary general meetings of shareholders, how and when necessary, in accordance with current legislation or the articles of association in force, draft the agenda and formulate the necessary proposals in accordance with the nature of the general meeting that has been convened.

c) To represent the company in all matters involving all administrative, legal, civil, corporate and criminal proceedings, before any government administration or any type of public corporation, as well as in any jurisdiction (ordinary, administrative, special, labour, etc.) and in any instance, and exercise all type of actions upon which it is incumbent in order to defend its rights, in and out of court, conferring and granting the necessary powers to solicitors and appointing lawyers to represent and defend the company before said courts and bodies.

d) To manage and administrate corporate business, attend to the management of the same in a constant manner. To this purpose, it shall establish the regulations of governance and the administrative regime and operations of the company, and organise and regulate its technical and administrative services.

e) To execute and conclude all types of contracts in relation to all types of assets or rights, through clauses and conditions it deems appropriate and constitute and cancel mortgages and other liens or rights on the company’s assets, as well as waive, with or without payment, all types of privileges and rights. It shall also be entitled to decide upon the participation of the company in other companies or associations and the respective forms in which this may take place, either integration, association, collaboration or participation.

f) To manage the firm and act in the name of the company in all types of banking operations, opening and closing current accounts, drawing on them, intervening in bills of exchange as drawer, as the accepting office, guarantor, endorser, endorsee or holder of the same; to open credit facilities with or without guarantee, and cancel them; to transfer funds, incomes, credit facilities or securities, using any procedures for the transfer or movement of money; adopting balances of settled accounts, constituting and withdrawing deposits or guarantee deposits, compensating accounts, formalising changes, etc. both with the Bank of Spain and official banks, and with private banks and any other bodies of the government administration.

g) To appoint, assign and dismiss all company personnel, and determine their salaries and bonuses.

h) To appoint from the board an Executive Committee and one or several Chief Executive Offices and confer upon them, in accordance with the law, the powers it deems appropriate and regulate their operations. It shall also be able to confer powers on any person.

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i) To regulate its own functioning in all matters that are not especially legislated by law or governed by the articles of association.

The powers set out above are merely for illustrative purposes and do not constitute the full list of the same, and it is understood that the Board has all those powers that are not expressly restricted to the General Meeting of Shareholders by law or under the articles of association.”

II.- The Chief Executive Officers have all the powers of the Board delegated upon them, except those which under law or the articles of association cannot be delegated, and no other member of the Board is delegated with powers, notwithstanding the delegation of powers upon the Executive Committee.

III.- By virtue of the resolution of the General Meeting of Shareholders of 27 April 2010,the Board is empowered to increase capital once or several times, under the terms and conditions of article 297 of the Spanish Corporate Enterprises Act (article 153 under the former Spanish Limited Companies Act), up to a limit of Euros 1,108,556,674 and within a period that will expire on 27 April 2015.

IV.- Also by virtue of a resolution of the General Meeting of Shareholders of 27 April 2010, the Board is authorised to undertake the derivative acquisition of treasury shares up to a maximum of 10% of share capital, under the conditions set down in the aforementioned resolution and the requirements in force under the Spanish Corporate Enterprises Act.

Express mention is made that this authorisation can be used to give company shares to directors, executives and employees of the company and/or other companies in the abertis Group, as a result of the implementation of the remuneration systems consisting in the payment of shares and/or share options.

The Board is empowered to delegate the exercising of this authorisation to the Chairman, Chief Executive Officer or any other Director, to the Secretary, Vice-Chairman of the Board, or any other person it expressly empowers for this purpose.

V.- Also by virtue of a resolution of the General Meeting of Shareholders of 27 April 2010, the Board is empowered to reduce share capital in order to reduce treasury shares on its balance sheet, against profit or freely distributable reserves and in the amount which at any time is required or useful, up to the maximum number of treasury shares in existence at any time, under the terms and conditions set out by the resolution itself and the provisions of the Spanish Corporate Enterprises Act.

h) The significant resolutions that have been adopted by the company and which come into force or are modified or will terminate in the event of the change in control of the company as a result of an initial public offering, and its effects, except when its disclosure seriously jeopardises the company. This exception shall not apply if the company is legally obligated to publicise this information.

The company has not entered into arrangements that have come into force, are modified or will terminate in the event of an initial public offering.

i) The arrangements between the company and its administrative and administrative officers or employees that establish indemnities when the latter resign or are unlawfully dismissed or if the labour relationship terminates as the result of a public offering.

Except for four General Managers, the Company does not have any arrangements other than those established in the Labour Act or in the Top Management Decree 1382/1985 that establish indemnities when said employees resign or are unlawfully dismissed or if the labour relationship has terminated as a result of a public offering.

In respect of the General Managers mentioned above, in order to encourage loyalty to and permanence in the Company, indemnities have been recognised in their favour for amounts greater than those that would be the result of the application of the aforementioned legislation in the cases of, amongst others, unlawful dismissal, change of control or retirement.

Additionally, the Company has generally established the inclusion in the contracts with its executives of indemnity clauses that comprise between one and two annual pays depending on the degree of responsibility.

3. ANNUAL CORPORATE GOVERNANCE REPORT

The 44-page Annual Corporate Governance Report and the Report on Functions and Activities of the Auditing and Control Committee is included further below, numbered from 92 to 136, both inclusive.

92 CSR AAAR

A. OWNERSHIP STRUCTURE

A.1 Fill in the following table on the company’s share capital:

Date of last

modification

Share Capital (euros) Number of shares Number of voting rights

14/06/2010 2,217,113,349.00 739,037,783 739,037,783

Indicate whether different classes of shares and different rights associated to them exist:

5 NO

A.2 Indicate the direct and indirect holders of significant interests in your company as of the end of year, excluding the directors:

Name or registered name of the

shareholder

Number of direct

voting rights

Number of indirect

voting rights (*)

% of total voting

rights

CAJA DE AHORROS Y PENSIONES DE

BARCELONA (LA CAIXA) 3,692,977 210,455,711 28.977

JOINT SHARE OF TRÉBOL HOLDINGS,

S.A.R.L./ACS, Actividades de

Construcciones y Servicios, S.A.

0 190,909,187 25.832

CAIXA D´ESTALVIS UNIÓ DE CAIXES

DE MANLLEU, SABADELL I TERRASSA

(UNNIM)

9,760,325 2,279,550 1.629

Name or registered name of

indirect shareholder

Through: name or registered name

of direct shareholder

Number of

direct voting

rights

% of total voting

rights

CAJA DE AHORROS Y

PENSIONES DE BARCELONA

(LA CAIXA)

CRITERIA CAIXACORP, S.A. 149,431,166 20.220

CAJA DE AHORROS Y


(LA CAIXA)

INVERSIONES AUTOPISTAS, S.L. 57,296,742 7.753

CAJA DE AHORROS Y PENSIONES

DE BARCELONA (LA CAIXA)

VIDACAIXA, S.A. DE SEGUROS Y

REASEGUROS 3,727,803 0.504

JOINT SHARE OF TRÉBOL

HOLDINGS, S.A.R.L./ACS,

Actividades de Construcciones y

Servicios, S.A.

ADMIRABILIA, S.L. 75,974,064 10.280




Servicios, S.A.

TRÉBOL INTERNATIONAL BV 114,935,123 15.552

CAIXA D´ESTALVIS UNIÓ DE

CAIXES DE MANLLEU, SABADELL I

TERRASSA (UNNIM)

CAIXA TERRASSA BORSA, SICAV 652,050 0.088


CAIXES DE MANLLEU, SABADELL

I TERRASSA (UNNIM)

CAIXA TERRASSA RF MIXTA, SICAV 1,627,500 0.220

Indicate the most significant movements in the shareholding structure during the year:


shareholder

Date of operation Description of the operation


y Servicios, S.A.11/08/2010 Fallen below 25% of share capital


HOLDINGS S.A.R.L./ACS, Actividades

de Construcciones y Servicios, S.A.

11/08/2010 Exceeded 25% of share capital

92 CSR AAAR

93 CSR AAAR93 CSR AAAR

A.3 Fill in the following charts with information on the members of the Board of Directors with voting rights:

Name or registered name of Director Number of

direct voting

rights

Number of

indirect voting

rights (*)

% of voting rights

total

SALVADOR ALEMANY MAS 194,475 0 0.026

ISIDRO FAINÉ CASAS 59,968 0 0.008

FLORENTINO PÉREZ RODRÍGUEZ 1 0 0.000

G3T, S.L. 2,130,437 0 0.288

THÉATRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. 1 0 0.000

FRANCISCO REYNÉS MASSANET 42 0 0.000

EMILIO GARCÍA GALLEGO 0 0 0.000

ENRIC MATA TARRAGÓ 23,970 0 0.003

ERNESTO MATA LÓPEZ 0 0 0.000

LEOPOLDO RODÉS CASTAÑÉ 4,038 0 0.001

MANUEL RAVENTÓS NEGRA 121 0 0.000

MARCELINO ARMENTER VIDAL 4,427 3,234 0.001

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 667 0 0.000

PABLO VALLBONA VADELL 8,809 720 0.001

RAMÓN PASCUAL FONTANA 329,007 0 0.045

RICARDO FORNESA RIBÓ 921 0 0.000

THÉATRE DIRECTORSHIP SERVICES BETA, S.À.R.L. 1 0 0.000

THÉATRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. 1 0 0.000

ÁNGEL GARCÍA ALTOZANO 0 0 0.000

% of total voting rights held by the Board of Directors 0.374

Fill in the following tables on the members of the Board of Directors who hold options on company shares:

Director’s name or

registered name

Number of direct

options

Number of

indirect options

Number of

equivalent

shares

% of voting rights

total

SALVADOR ALEMANY MAS 456,833 0 456,833 0.062

FRANCISCO REYNÉS

MASSANET

187,687 0 187,687 0.025

A.4 Indicate, as the case may be, any relationship of a family, business, contractual or corporate nature existing between the holders of important interests, except when immaterial or deriving from the regular business activity:

A.5 Indicate, as the case may be, any relationship of a business, contractual or corporate nature existing between the holders of important interests and the company, and/or its group, except when immaterial or deriving from the regular business activity:

A.6 Indicate whether agreements between shareholders relevant to the company have been reported to the company pursuant to section 112 of the Securities and Exchange Act. As the case may be, briefly describe them and list shareholders bound by these agreements:

3 YES

% Capital affected:

25.832

Brief description of the agreement:

Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construction and services, S.A. arranged through a shareholders’ agreement entered into on 10 August 2010, which main purposes was to take a significant but minority shareholding through the companies Trébol International BV and Admirabilia, S.L. (relevant event of 11 /08/2010). Execution of the transfer of shares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l. and ACS Actividades de Construction and services, S.A. (relevant event of 31/08/2010).

94 CSR AAAR

Parties of the side agreement

ACS, Actividades de Construcciones y Servicios, S.A.

TRÉBOL HOLDINGS, S.A.R.L.

Indicate whether the company is aware of the existence of any joint shares amongst its shareholders. If so, provide a brief description:

3 YES

% Capital affected: 25.832




TRÉBOL INTERNATIONAL BV



ADMIRABILIA, S.L.

Should any changes to or termination of the above pacts, agreements or concerted shares in the financial year under review please describe them:

NONE

A.7 Indicate whether there are any natural persons or legal entities exercising or able to exercise control over the company pursuant to section 4 of Spanish Securities and Exchange Act. As the case may be, provide details:

5 NO

A.8 Complete the following tables on the Company’s treasury shares:

At the end of the financial year under review:

Number of direct shares Number of indirect shares (*) % of total share capital

14,551,098 0 1.969

(*) Through:

Total 0

Describe any significant variations, as set out in Royal Decree 1362/2007, occurring during the financial year:

Increase / (Decrease) in treasury shares during the year (thousand Euros) -429

A.9 Describe the terms and conditions of authorisation in force granted by the General Shareholders’ Meeting to the board of directors to execute the acquisitions or transfers of treasury stock.

In accordance with the resolution adopted by the General Shareholder’s Meeting of 27 April 2010, authorisation is given to the Board of Directors for the direct or indirect derivative acquisition through other companies, of treasury shares as well as their preference subscription rights. Acquisition may be made through any legally accepted form (such as purchase, swap or assignment of property as payment) - without the nominal value of the treasury shares acquired exceeding, at any time under this authorization, in conjunction with those already held by the Company and its subsidiaries, 10% of the Company’s share capital at the date of acquisition - for a price equal to the listed price at the close of business on the day before the acquisition takes places, as the case may be, with maximum margins of plus 10% or minus 10% of such closing price, over a period of 5 years as from the date on which this resolution is passed by the Shareholders’ Meeting. All the foregoing shall be carried out in compliance with the other limits and requirements laid down in the Spanish Companies Act, now the Corporate Enterprises Act adopted under Royal Legislative Decree 1/2010/2 July. The previous authorisation adopted by the General Meeting of Shareholders of 31 March 2009 regarding the unused part is whereby cancelled.

We make express indication that the authorisation granted to acquire treasury shares may be used totally or partially for the acquisition of shares the Company must deliver or transfer to directors, managers or employees of the Company and/or abertis Group’s companies, as a consequence of the implementation of remuneration systems based on the delivery of shares and/or granting of option rights over shares.

95 CSR AAAR

Furthermore, the Board of Directors of the Company is delegated to exercise, in the broadest terms, the authorisation under this resolution and to undertake the other provisions of the same, and, concurrently, and if deemed appropriate, delegate the exercising of said authorisation and the other provisions, in the manner deemed suitable, to the Chairman, Chief Executive Officer, any other Director, the Secretary, the Vice-Chairman of the Board of Directors or any other person or persons that the Board of Directors empowers expressly for said purpose.

To decrease share capital in order to reduce Company treasury shares that it may have on its balance sheet with a charge against earnings or freely available reserves and in the amount which at any time is convenient or necessary, up to the maximum number of treasury shares existing at any time.

To empower the Board of Directors to execute the preceding resolution to reduce capital, which it can carry out once or several times and within the maximum time limit of eighteen months following the date of adoption of this resolution, making the necessary arrangement and obtaining the authorisation necessary or required by the Spanish Public Limited Companies Act (now the Corporate Enterprises Act) and other applicable provisions, and, particularly, re-empowering so that, within the deadlines and limits mentioned for said undertaking, the date(s) of the specific capital reduction(s) can be set along with their timing and use; indicating the amount of the reduction; determining the destination of the amount of the reduction, providing, as the case may be, the guarantees and complying with the legal requirements; adapting article 5o of the articles of association to the new share capital aggregate; applying for the exclusion of the securities reduced from trading and, in general, adopt any resolutions necessary for the purposes of said reduction of treasury shares and the subsequent capital decrease; designating the persons who can intervene in their execution.

A.10 Indicate, as the case may be, any legal and statutory restrictions on the exercising of voting rights and any legal restriction on the acquisition or transfer of company shares. Indicate whether legal restrictions on the exercise of voting rights exist:

5 NO

Maximum percentage of voting rights a shareholder may exercise by law 0

Indicate whether statutory restrictions on the exercising of voting rights exist:

5 NO

Maximum percentage of voting rights a shareholder may exercise by statute 0

Indicate whether there are legal restrictions to the acquisition or transfer of shares:

5 NO

A.11 IIndicate whether the Shareholders’ Meeting has set up neutralisation measures in the event of a takeover bid pursuant to Law 6/2007.

5 NO

If so, explain the measures adopted and the terms under which the restrictions would be nullified:

96 CSR AAAR

B. MANAGEMENT STRUCTURE OF THE COMPANY

B.1 Board of Directors

B.1.1 Indicate the maximum and minimum number of Board members established under the Articles of Association:

Maximum number of Board Members 22

Minimum number of Board Members 6

B.1.2 Complete the following table with information on the Board Members:

Name or registered name of director Representative Office Date of first appointment Date of last appointment Election procedure

SALVADOR ALEMANY MAS - Chairman – Chief Executive

Officer

21/07/1998 01/04/2008 Shareholders’ Meeting

ISIDRO FAINÉ CASAS - 1st Vice-Chairman 04/09/1979 01/04/2008 Shareholders’ Meeting

FLORENTINO PÉREZ RODRÍGUEZ - 2nd Vice- Chairman 13/06/2007 13/06/2007 Shareholders’ Meeting

G3T, S.L. CARMEN GODIA BULL 3rd Vice- Chairman 29/11/2005 03/05/2006 Shareholders’ Meeting

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. JAVIER DE JAIME GUIJARRO 4th Vice-Chairman 25/10/2010 25/10/2010 Cooption

FRANCISCO REYNÉS MASSANET - Chief Executive Officer 26/05/2009 27/04/2010 Shareholders’ Meeting

EMILIO GARCÍA GALLEGO - Director 13/06/2007 13/06/2007 Shareholders’ Meeting

ENRIC MATA TARRAGÓ - Director 15/06/1987 01/04/2008 Shareholders’ Meeting

ERNESTO MATA LÓPEZ - Director 30/05/2003 01/04/2008 Shareholders’ Meeting

LEOPOLDO RODÉS CASTAÑÉ - Director 28/06/2005 03/05/2006 Shareholders’ Meeting

MANUEL RAVENTÓS NEGRA - Director 23/05/2006 30/06/2006 Shareholders’ Meeting

MARCELINO ARMENTER VIDAL - Director 18/09/2007 01/04/2008 Shareholders’ Meeting

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ - Director 30/11/2004 27/04/2010 Shareholders’ Meeting

PABLO VALLBONA VADELL - Director 24/02/2004 27/04/2010 Shareholders’ Meeting

RAMON PASCUAL FONTANA - Director 30/05/2003 01/04/2008 Shareholders’ Meeting

RICARDO FORNESA RIBÓ - Director 24/02/2009 31/03/2009 Shareholders’ Meeting

THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. SANTIAGO RAMÍREZ

LARRAURI Director 25/10/2010 25/10/2010 Cooption

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. JOSÉ ANTONIO TORRE DE

SILVA LÓPEZ DE LETONA Director 25/10/2010 25/10/2010 Cooption

ÁNGEL GARCÍA ALTOZANO - Director 30/05/2003 01/04/2008 Shareholders’ Meeting

97 CSR AAAR

Total number of Board Members 19

Indicate any removals/resignations during this term in the Board of Directors:

Name or registered name of the Board

member

Office at time of removal Date of removal

JULIO SACRISTÁN FIDALGO Proprietary shareholder 25/10/2010

JAVIER ECHENIQUE LANDIRIBAR Proprietary shareholder 25/10/2010

COMUNIDADES GESTIONADAS, S.A. Proprietary shareholder 25/10/2010

BRAULIO MEDEL CÁMARA Proprietary shareholder 25/10/2010

B.1.3 Fill in the following tables on the Board Members and their offices:

EXECUTIVE OFFICERS


director

Committee proposing

appointment

Office

SALVADOR ALEMANY MAS Appointments and

Remuneration Committee

Chairman - Chief Executive Officer

FRANCISCO REYNÉS MASSANET Appointments and

Remuneration CommitteeChief Executive Officer

Total number of executive officers 2

% of total Board Members 10.526

RNAL DIRECTORS REPRESENTING SIGNIFICANT SHAREHOLDERS (NON-INDEPENDENT OR PROPRIETARY)


Board Member

Committee proposing

appointment


significant shareholder represented

or proposing appointment

ISIDRO FAINÉ CASAS Appointments and

Remuneration CommitteeCriteria CaixaCorp, S.A.

FLORENTINO PÉREZ RODRÍGUEZ Appointments and


Joint share with Trébol Holdings, S.A.R.L./ACS, Actividades de


G3T, S.L. Appointments and

Remuneration CommitteeInversiones Autopistas, S.L.

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L.

Appointments and Remuneration Committee



ENRIC MATA TARRAGÓ Appointments and

Remuneration CommitteeCaixa d’Estalvis unió de Caixes de

Manlleu, Sabadell i Terrassa (UNNIM)

LEOPOLDO RODÉS CASTAÑÉ Appointments and


MANUEL RAVENTÓS NEGRA Appointments and


MARCELINO ARMENTER VIDAL Appointments and


PABLO VALLBONA VADELL Appointments and




RICARDO FORNESA RIBÓ Appointments and


THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L.




THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L.




ÁNGEL GARCÍA ALTOZANO Appointments and




Total number of Board Members representing significant shareholders 13

% of total Board members 68.421

98 CSR AAAR

EXTERNAL INDEPENDENT DIRECTORS

Name or registered name of director

EMILIO GARCÍA GALLEGO

Profile

Self-employed as Road, Canal and Port Engineer.

Consultant to the company Dintrevil.la.


ERNESTO MATA LÓPEZ

Profile

Vice-Chairman of Applus Servicios Tecnológicos, S.L.


MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ

Profile

Member of the Board of Directors of Telefónica Internacional, S.A.

Member of the Board of Directors of Telesp Brasil.


RAMON PASCUAL FONTANA

Profile

Transport sector industrialist.

Total number of independent directors 4


OTHER EXTERNAL DIRECTORS

Describe the reasons why the following directors cannot be considered as representatives of significant shareholders (proprietary) or independent directors and also describe their connection with the company, its managers or shareholders:

Indicate the variations which, as the case may be, may have taken place in the types of directors during this period:

B.1.4 Explain, as the case may be, the reasons why proprietary directors have been appointed at the request of shareholders whose equity below 5% of share capital:

Name or registered name of shareholder

CAIXA D’ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL I TERRASSA (UNNIM)

Justification

Enric Mata Tarragó. Appointment made before the year, as a result of the merger of Acesa and Áurea that gave rise to abertis.

Indicate whether formal requests to be part of the Board from shareholders have been declined, despite their interests being the same or larger than the interests of those whose request to appoint proprietary directors has been accepted. If so, explain the reason for accepting those:

5 NO

B.1.5 Indicate whether any directors have resigned before the end of their term, whether they have explained to the Board the reasons why and by what means, and, if having informed the Board in writing, explain at least the reasons alleged:

3 YES

Name of director

BRAULIO MEDEL CÁMARA

Reason for resignation

Strictly personal

Name of director

COMUNIDADES GESTIONADAS, S.A.


Result of the side agreement of Trebol Holdings, S.à.r.l. and ACS, Actividades de Construcciones y Servicios, S.A.

Name of director

JAVIER ECHENIQUE LANDIRIBAR



99 CSR AAAR

Name of director

JULIO SACRISTÁN FIDALGO



B.1.6 Indicate, as the case may be, the powers conferred upon him or the executive officer/s:

Name or registered name of the director

FRANCISCO REYNÉS MASSANET

Brief description

All powers of representation and management that can be delegated.


SALVADOR ALEMANY MAS

Brief description


B.1.7 Identify, as the case may be, the Board members holding office as directors or managers in other companies that form part of the same group as the listed company:

Name or registered name of directorRegistered name of the other

group companyOffice

SALVADOR ALEMANY MAS Abertis AIRPORTS, S.A. Several Administrator

SALVADOR ALEMANY MAS Abertis AUTOPISTAS ESPAÑA, S.A. Several Administrator

SALVADOR ALEMANY MAS Abertis telecom, S.A. Chairman and Chief Executive

Officer

SALVADOR ALEMANY MAS Airports MEXICANOS DEL

PACÍFICO (AMP) Sole Administrator

SALVADOR ALEMANY MAS AREAMED 2000, S.A. Vice-Chairman

SALVADOR ALEMANY MAS AUTOPISTAS. CONCESIONARIA

ESPAÑOLA, S.A.

Chairman and Chief Executive

Officer


AUTOPISTES DE CATALUNYA,

S.A. CONCESSIONÀRIA DE LA

GENERALITAT DE CATALUNYA

Several Administrator

SALVADOR ALEMANY MAS BRISA-AUTO-ESTRADAS DE

PORTUGAL, S.A. Director

SALVADOR ALEMANY MAS CENTRO INTERMODAL DE

LOGÍSTICA, S.A. Vice-Chairman

SALVADOR ALEMANY MAS GRUPO AEROPORTUARIO DEL

PACÍFICO (GAP) Sole Administrator

SALVADOR ALEMANY MAS IBERPISTAS, S.A. CONCESIONARIA

DEL ESTADO Director

SALVADOR ALEMANY MAS INFRAESTRUCTURES VIÀRIES DE

CATALUNYA, S.A. Several Administrator

SALVADOR ALEMANY MAS PARC LOGÍSTIC DE LA ZONA

FRANCA, S.A. Vice-Chairman

SALVADOR ALEMANY MAS RETEVISIÓN I, S.A. SOCIEDAD

UNIPERSONAL Several Administrator

SALVADOR ALEMANY MAS SABA APARCAMIENTOS, S.A. Chief Executive Officer

SALVADOR ALEMANY MAS TRADIA TELECOM, S.A. Several Administrator

G3T, S.L. IBERPISTAS, S.A. CONCESIONARIA

DEL ESTADO Director

FRANCISCO REYNÉS MASSANET AUTOPISTA VASCO ARAGONESA.

CONCESIONARIA DEL ESTADO, S.A. Director

FRANCISCO REYNÉS MASSANET EUTELSAT COMMUNICATIONS Director

100 CSR AAAR


group companyOffice

FRANCISCO REYNÉS MASSANET HISPASAT, S.A. Director

FRANCISCO REYNÉS MASSANET SOCIÉTÉ DES AUTOROUTES DU

NORD ET DE L´EST DE LA FRANCE Director

FRANCISCO REYNÉS MASSANET TBI LTD Director

ENRIC MATA TARRAGÓ SABA APARCAMIENTOS, S.A. Rep. Director UNIMM

ERNESTO MATA LÓPEZ AUTOPISTAS AUMAR, S.A.

CONCESIONARIA DEL ESTADO Director

PABLO VALLBONA VADELL IBERPISTAS, S.A. CONCESIONARIA

DEL ESTADO Chairman

ÁNGEL GARCÍA ALTOZANO Abertis telecom, S.A. Director

ÁNGEL GARCÍA ALTOZANO SABA APARCAMIENTOS, S.A. Director

B.1.8 Identify, as the case may be, the company directors who are also Directors of other Boards of Directors of companies listed in official stock markets in Spain and not part of this group that have been reported to the company:

Name or registered name of the directorRegistered name of the listed

company Office

ISIDRO FAINÉ CASAS CRITERIA CAIXACORP, S.A. Chairman

ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. Vice-Chairman

ISIDRO FAINÉ CASAS REPSOL YPF, S.A. 2nd Vice-Chairman

FLORENTINO PÉREZ RODRÍGUEZ ACS. ACTIVIDADES DE Construction and

services, S.A.

Chairman and Chief

Executive Officer

LEOPOLDO RODÉS CASTAÑÉ CRITERIA CAIXACORP, S.A. Director

PABLO VALLBONA VADELL ACS. ACTIVIDADES DE Construction and

services, S.A. Vice-Chairman

PABLO VALLBONA VADELL CORPORACIÓN FINANCIERA ALBA, S.A. Vice-Chairman

B.1.9 Indicate, and, as the case may be, explain whether the company has established rules on the number of Boards its directors may sit on:

5 NO

B.1.10 With regards to recommendation 8 of the Unified Code, please, list the company’s general policies and strategies that the Board in full has reserved for itself:

Investment and financing policy Yes

Establishment of the group structure Yes

Corporate governance policy Yes

Corporate social responsibility policy Yes

Strategic or business plan and the annual management and budget targets Yes

Remuneration policy and assessment of senior management performance Yes

Risk control and management policy an periodical follow-up of internal control and reporting systems Yes

Dividend and treasury share policy, especially its limits. Yes

B.1.11 Fill in the tables below on to the aggregate remuneration of directors accrued during the financial year:

a) The company object of the present report:

Remuneration item Thousand Euros

Fixed remuneration 4,286

Variable remuneration 227

Per diems 0

Statutory remuneration 0

Share options and/or other financial instruments 0

Others 0

Total 4,513

Other benefits Thousand Euros

Advances 0

Loans granted 0

Pension Funds and Plans: Contributions 256

Pension Funds and Plans: Obligations contracted 0

Life insurance premiums 57

Guarantees given by the Company to the Directors 0

101 CSR AAAR

b) As members boards of directors and/or undertaking senior management in other group companies:


Fixed remuneration 876


Per diems 21



Others 0

Total 902


Advances 0

Loans granted 0





c) Total remuneration per type of director:

Type of director By company By group

Executive directors 2,857 493

External directors representing significant shareholders (proprietary

or non-independent)

1,321 336

External independent directors 335 73

Other external directors 0 0

Total 4,513 902

d) With regard to the profits attributed to the equity holders of the company:

Total remuneration to directors (in Thousand Euros) 5,415

Total remuneration to directors/profit attributed to the equity holders of the company (in %) 0.8

B.1.12 Identify the members of senior management who are not at concurrently executive directors and indicate the total remuneration accrued in their favour during the financial year:

Name or registered name Office

JOSEP MARTÍNEZ VILA General Manager of Business and Operations

FRANCISCO JOSÉ ALJARO NAVARRO General Financial and Corporate Resources Manager

JOSEP MARIA CORONAS GUINART General Secretary

MARTA CASAS CABA General Vice-Secretary and Corporate Legal Advisory Manager

SERGI LOUGHNEY CASTELLS Institutional Relates Corporate Manager

ANTONI BRUNET MAURI General Manager of Studies and Communication

DAVID DÍAZ ALMAZÁN Manager of Corporate Strategy and Development

JORDI LAGARES PUIG General Manager of Corporate Control and Administration

JOAN RAFEL HERRERO Corporate Manager of Persons and Organisation

Total remuneration senior management (in Thousand Euros) 3,397

B.1.13 Indicate, in the aggregate, as the case may be, the existence of guarantees or golden parachute clauses in the event of dismissals or changes in company control, in favour of senior management members, including executive directors of the Company or its Group. Indicate whether these contracts must be reported and/or approved by the company’s or the bodies of its group:

Number of beneficiaries 2

Board of directors General Meeting of

Shareholders’

Body authorising terms of the guarantees Yes No

Is the General Meeting of Shareholders informed of such guarantee terms? No

102 CSR AAAR

B.1.14 Indicate the process followed in establishing remuneration for the members of the Board of Directors and the relevant articles under the Articles of Association thereto:

Procedure for establishing the remuneration of members of the Board of Directors and the pertinent clauses under the Articles of Association

As provided in section 4 of the Regulations of the Board of Directors, the Board of Directors is exclusively competent in full to approve the remuneration policy proposed by the Appointments and Remuneration Committee, and the appraisal of senior managers, and at the proposal of the Company’s Chief Executive Officer, the appointment and possible dismissal of senior managers, as well as their indemnity clauses.

Articles 22 and 23 of the Regulations of the Board of Directors provide as follows:

“Article 22. Directors’ remuneration

Directors shall be entitled to the remuneration established by the Board of Directors in accordance with the provisions of the Articles of Association.

The Annual Corporate Governance Report shall in also include the aggregate remuneration of the Board of Directors.

Article 23. Remuneration of non-executive directors

The Board of Directors and the Appointments and Remuneration Committee shall take all steps within their power to ensure that the remuneration of non-executive directors is in line with their actual services and provides an incentive for their work without affecting their independence.

Article 24 of Articles of Association reads as follows:

“The yearly remuneration of Directors for their management functions as members of the Board of Directors shall be a share in the liquid profits, only to be paid after the reserves and dividends obligations established by law have been met. Furthermore, remuneration shall not exceed, in any case and in the aggregate, two per cent of profits. The Board of Directors shall distribute the portion amongst its members in the form and amount at its discretion and this information shall be recorded in the annual report in the manner established by law.

Subject to agreement of the Shareholders’ Meeting under the terms laid down by Company Law, Directors exercising executive functions may additionally take part in incentive plans approved by the company’s directors granting remuneration including the payments in shares, recognition of share options or remuneration indexed to share value.”

The reference to the Spanish Public Limited Companies Act is to be understood as referring to the Spanish Corporate Enterprises Act.

Indicate whether the entire Board has reserved the right to adopt the following resolutions:

On proposal from the Company’s chief executive, the appointment and eventual discharge of

senior managers, and the indemnity clauses.Yes

The Board members’ remuneration and the additional remuneration of executive directors due

to their executive functions and other terms their contracts must comply with.Yes

B.1.15 Indicate whether the Board of Directors has approved a detailed remuneration policy and specify its points thereunder:

3 Yes

Fixed remuneration items, including, as the case may be, a breakdown of attendance expenses

accrued to the members for Board of Directors and Committee meetings and an estimate of the

annual fixed remuneration accrued.

Yes

Variable remuneration. Yes

Main features of pension systems, including an estimate of their equivalent annual cost. Yes

Conditions under senior management contracts, including executive officers Yes

B.1.16 Indicate whether the Board of Directors submits a report on the directors’ remuneration policy to a vote of the General Meeting of Shareholders as separate point on the agenda, for consultation purposes only. If so, explain the aspects of the report on remuneration policy adopted by the Board for future years, the most important changes in such policies with regards to the current policy applied during the year under review and an overall summary on the application of remuneration policy during the year. Provide details on the role of the Remuneration Committee and if external advice has been sought, the identity of the external consultants:

3 Yes

Issues dealt with by the report on remuneration policy Annual fixed remuneration

of the Remuneration Committee Prior report/proposal

Has external advice been sought?

Identity of external consultants

103 CSR AAAR

B.1.17 Indicate, as the case may be, the identity of the members of the Board of Directors who are, at the same time, members of the Board of Directors, managers or employees of companies holding significant interests in the listed company and/or in other entities of its group:

Name or registered name of the director Registered name of significant shareholder Office


FLORENTINO PÉREZ RODRÍGUEZ ACS, Actividades de Construcciones y Servicios, S.A. Chairman and Chief Executive Officer

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. ADMIRABILIA, S.L. Director

FRANCISCO REYNÉS MASSANET VIDACAIXA GRUPO, S.A.U. Director

ENRIC MATA TARRAGÓ CAIXA D´ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL I TERRASSA (UNNIM)

General Manager


MANUEL RAVENTÓS NEGRA VIDACAIXA GRUPO, S.A.U. Director

MANUEL RAVENTÓS NEGRA SOCIEDAD GENERAL DE AGUAS DE BARCELONA, S.A. Director

MARCELINO ARMENTER VIDAL CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA) Executive Assistant to the General Manager

MARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. Executive President

MARCELINO ARMENTER VIDAL CAIXA CAPITAL PYME INNOVACIÓN, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A.


MARCELINO ARMENTER VIDAL CAIXA CAPITAL MICRO, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A.U. Chairman and Chief Executive Officer

MARCELINO ARMENTER VIDAL INVERSIONES INMOBILIARIAS TEGUISE RESORT, S.L. Representative of the Board Director “La Caixa”

MARCELINO ARMENTER VIDAL INVERSIONES INMOBILIARIAS OASIS RESORT, S.L. Representative of the Board Director “La Caixa”

MARCELINO ARMENTER VIDAL CAIXA CAPITAL SEMILLA, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A. Chairman and Chief Executive Officer

MARCELINO ARMENTER VIDAL CAIXA EMPRENDEDOR XXI, S.A. (formerly INICIATIVA EMPRENDEDOR XXI, S.A.)

Sole Administrator

PABLO VALLBONA VADELL ACS, Actividades de Construcciones y Servicios, S.A. Vice-Chairman

RICARDO FORNESA RIBÓ VIDACAIXA GRUPO, S.A.U. Chairman

RICARDO FORNESA RIBÓ VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS Chairman

THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. ADMIRABILIA, S.L. Director

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. ADMIRABILIA, S.L. Director

ÁNGEL GARCÍA ALTOZANO CORPORATE FUNDING, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO TRÉBOL INTERNATIONAL BV Director

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ÁNGEL GARCÍA ALTOZANO MAJOR ASSETS, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO PR PISA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO URBASER, S.A. Director

ÁNGEL GARCÍA ALTOZANO VILLANOVA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO NOVOVILLA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO RESIDENCIAL MONTE CARMELO, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO DRAGADOS, S.A. Director

ÁNGEL GARCÍA ALTOZANO ACS, Actividades de Construcciones y Servicios, S.A. Corporate General Manager

ÁNGEL GARCÍA ALTOZANO CARIÁTIDE, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO ACS TELEFONÍA MÓVIL, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO CLECE, S.A. Director

ÁNGEL GARCÍA ALTOZANO XFERA MÓVILES, S.A. Chairman

ÁNGEL GARCÍA ALTOZANO ROPERFELI, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO PUBLIMEDIA SISTEMAS PUBLICITARIOS, S.L. Director

ÁNGEL GARCÍA ALTOZANO VILLA ÁUREA, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO ACS, Services, communications and energy, S.L. Director

ÁNGEL GARCÍA ALTOZANO IRIDIUM CONCESIONES DE INFRAESTRUCTURAS, S.A. Director

ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS Y CONCESIONES, S.L Director

ÁNGEL GARCÍA ALTOZANO ÁUREA FONTANA, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO ADMIRABILIA, S.L. Chairman

ÁNGEL GARCÍA ALTOZANO HOCHTIEF, A.G. Director

105 CSR AAAR

List, as the case may be, significant relationships other than those shown in the previous heading of members of the Board of Directors side by side with significant shareholders and/or group entities:

Name or registered name of associated director

ISIDRO FAINÉ CASAS

Name or registered name of associated significant shareholder

CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA)

Description of relationship

CHAIRMAN OF THE CONTROLLING SHAREHOLDER OF THE SHAREHOLDER CRITERIA.

B.1.18 Indicate, as the case may be, the amendments made to the regulations of the board of directors during the financial year:

5 NO

B.1.19 Indicate the procedures for the appointment, re-election, evaluation and removal of directors. Include details on the competent bodies, the procedures to be followed and the criteria applied to each procedure.

The procedures for the appointment, re-election, evaluation and removal of board members are basically regulated under articles 16 to 19 of the regulations of the Board of Directors, transcribed below:

“Article 16. Appointment of Board members

1. The directors shall be appointed by the General Meeting or by the Board of Directors in accordance with the provisions of the Spanish Public Limited Companies Act.

2. Proposals for the appointment of directors submitted by the Board of Directors to the General Meeting for consideration, and resolutions on the appointment of directors adopted by the Board using the powers to co-opt members afforded to it by law, must both be preceded by a corresponding proposal by the Appointments and Remuneration Committee, for independent directors, and a report for other directors.

Article 17. Appointment of non-executive directors

The Board of Directors and the Appointments and Remuneration Committee shall, within the scope of their powers, ensure that candidates for election are persons of recognised standing, competence and experience, and shall be particularly rigorous with respect to those who occupy the offices of independent directors indicated in Article 5 above, and under the terms of the standards of good governance applicable thereto.

Article 18. Term of office

1. Directors shall hold office for the term indicated under the Articles of Association and shall be eligible for re-election.

2. Directors co-opted to the Board shall hold office until the date of the next General Meeting.

When, following a report by the Audit and Control Committee, the Board of Directors considers the

interests of the Company to be in jeopardy, a director whose term of office has ended or who for any other reason ceases to hold office may not work for any other company that has the same or similar corporate purposes as those of the Company and that is a competitor of the Company in the opinion of the Board of Directors, for such period as the Board may establish, which shall in no case be more than two (2) years.

Article 19. Removal of directors

1. Directors shall cease to hold office on expiry of their term of office and when removed by the General Meeting in exercising the powers conferred on it by law and by the Articles of Association.

2. Directors shall tender their resignation and, if the Board of Directors considers it appropriate, shall formally resign in the following cases:

a) When they cease to hold the executive office linked to their appointment as a director. The independent directors when they have served twelve (12) years in office.

b) When they become incompatible with or barred by law from holding office.

c) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour.

d) When their membership on the Board could jeopardise the interests of the Company and when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have occurred with respect to a non-independent or proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands a reduction of their representative directors.

3. Executive directors must tender their resignation to the Board on reaching the age of seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.”


B.1.20 Indicate the cases which require the resignation of directors.

1) When their mandate period for which they were appointed has expired and when the General Meeting of Shareholders, in application of its legal and statutory powers, decides to remove them.

2) Directors must tender their resignation to the Board of Directors and formalise, if required by the latter, their resignation in the following cases:




d) When their membership of the Board could jeopardise the interests of the Company and when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have

106 CSR AAAR

occurred with respect to a proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands a reduction of their representative directors. Executive directors must tender their resignation to the Board on reaching the age of seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.

B.1.21 Explain whether the Chairman of the board of directors assumes the function of chief executive officer of the company. If so, indicate the measures taken to limit the risks of accumulation of power by a single individual:

3 YES

Indicate, and as the case may be, and explain whether rules have been established to empower one of the independent Board members to call a meeting of the Board of Directors or the addition of new points to the agenda, to coordinate and reflect the concerns of external board members and to lead the appraisal by the Board of Directors.

5 NO

B.1.22 Are qualified majorities, other than those legally established, required to adopt certain types of resolutions?:

3 YES

Indicate the procedure for adoption of resolutions by the Board of Directors, including the minimum quorum and type of majorities required to adopt such resolutions:

Description of resolution:

In the event of permanent delegation of any power of the Board of Directors conferred upon the Executive Committee or the Chief Executive Officer and the appointment of the directors to hold such offices and the appointment of the general managers of abertis.

Quorum %

That required to hold a valid meeting: half of the members plus one 51.00

Type of majority %

Favourable vote of more than two third of directors present or represented 66.00


Investments and divestments when higher than any of the following figures:

a) Euros two hundred million (200 million).

b) a similar figure equivalent to 5% of the Company’s own resources.

Quorum %


Type of majority %



Proposals of resolutions affecting the number of directors, the creation of Board of Directors’ committees, the appointment of office thereto and the appointment proposals for the boards of directors of subsidiaries and investee companies.

Quorum %


Type of majority %



Proposals for transformation, merger, de-merger or dissolution of the company, global transfer of assets and liabilities of the company, contribution of branch of activity, modification of the company’s corporate purposes, increase and reduction of share capital.

Quorum %


Type of majority %


107 CSR AAAR


Approval and modification of the Regulations of the Board of Directors

Quorum %


Type of majority %


B.1.23 Explain whether specific requirements exist to be appointed as chairman, other than those applicable to directors:

5 NO

B.1.24 Indicate whether the Chairman holds the casting ballot:

5 NO

B.1.25 Indicate whether the Articles of Association or the Regulations of the Board of Directors establish an age limit for directors:

3 YES

Age limit for the Chairman Age limit for the Chief Executive

Officer Age limit for Directors

0 70 0

B.1.26 Indicate whether the Articles of Association or the Regulations of the Board of Directors limit the term in office of independent directors:

3 YES

Maximum number of years in office 12

B.1.27 Should the number of women directors be very low or nil, explain the reasons why and the plans adopted to change that situation.

Reasons and plans

The Board of Directors intends to improve the presence of the number of women on the Board. In order to do so, the Appointments Committee takes special care to meet that aim when considering possible candidates for new appointments to the Board. Please note that the 3rd Vice-Chairman appointed by G3T, S.L. is Ms. Carmen Godia Bull.

Particularly, indicate whether the Appointments and Remuneration Committee has laid down procedures to eliminate implicit biases in selection processes hindering the employment of women and whether said Committee has deliberately sought out women who meet the profile required for the position:

5 NO

B.1.28 Indicate whether formal procedures exist to delegate votes for the meetings of the Board of Directors. If so, describe them briefly.

Only a written proxy for each Board meeting is required.

B.1.29 Indicate the number of meetings held by the Board of Directors during the year under review. Likewise, point out, as the case may be, the number of times that the Board has met without the attendance of its Chairman:

Number of meetings of the Board of Directors 6

Number of Board meetings without the attendance of its Chairman 0

Indicate the number of meetings held by the various Board Committees during the year under review:

Number of Executive or Delegated Committee meetings 7

Number of Audit Committee meetings 5

Number of Appointments and Remuneration Committees meetings 7

Number of Appointments Committee meetings 0

Number of Remuneration Committee meetings 0

108 CSR AAAR

B.1.30 Indicate the number of meetings held by the Board of Directors not attended by all its members during the year under review. Representatives attending without specific instructions will be counted as non attendances:

Number of non attendances of directors during the year 4

% of non attendances over the total votes during the year 6.779

B.1.31 Indicate whether the individual and consolidated annual accounts submitted to the Board for approval have been previously certified:

3 YES

Indicate, as the case may be, the person or persons certifying the individual or consolidated annual accounts for their formulation by the Board:

Name Position

SALVADOR ALEMANY MAS Chairman - Chief Executive Officer

FRANCISCO REYNÉS MASSANET Chief Executive Officer

JORDI LAGARES PUIG Corporate Planning and Control Manager

B.1.32 Explain, should there be any, the mechanisms laid down by the Board of Directors to avoid the qualifications of the auditor report of the individual and consolidated accounts formulated by the General Meeting of Shareholders.

The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include ensuring that the company’s annual accounts and those of its group are prepared in compliance with generally accepted accounting principles and standards in order to avoid a qualification by the auditors of their opinions on the accounts.

The Audit and Control Committee holds periodical meetings with the company’s external auditors to avoid discrepancies in the criteria to be followed in the preparing of the annual accounts.

However, in such event, the Audit and Control Committee’s Functions and Activities Report will include the possible discrepancies between the Board of Directors and the external auditors and will publicly explaining the content and scope thereof.

B.1.33 Is the secretary of the Board also a director?

5 NO

B.1.34 Explain the appointment and removal procedures of the Board Secretary and indicate whether his appointment and removal have received the opinion of the Appointments Committee and approved by the Board of Directors in full.

Appointment and removal procedure

By resolution of the Board of Director and subject to the report from the Appointments and Remuneration Committee.

Does the Appointments Committee issue a report on the nomination? Yes

Does the Appointments Committee issue a report on the removal? Yes

Does the Board of Directors in full approve the nomination? Yes

Does the Board of Directors in full approve the removal? Yes

Do the special duties of the Secretary of the Board of Directors include ensuring that the good governance recommendations are implemented?

3 YES

B.1.35 Indicate, as the case may be, whether mechanisms have been established by the company to preserve the independence of the auditor, financial analysts, investment banks and rating agencies.

The Audit and Control Committee monitors the situations affecting the independence of auditors, and in order to do so it approves the audit services and other services rendered by the external auditors, monitors the fees charged by them and monitors the percentage of such fees in the total income of the Audit firm. Likewise, it controls the independence and rotation of members of the audit team pursuant to the existing standards in the field and obtains letters of independence signed by the auditors examining abertis and the other companies controlled by the abertis group.

Additionally, and in accordance with the legal requirements, the company’s annual accounts include the fees paid to the company’s external auditor (PricewaterhouseCoopers Auditores, S.L.) and to other companies using the PwC mark, both for the audit services rendered and for services of a different nature.

The governing bodies in the company give special care to protecting the independence of the financial analysts, investment banks and rating agencies in the event of engaging any of them during the normal course of company business.

109 CSR AAAR

B.1.36 Indicate whether during this year the company has changed its external auditor. If so, please, identify the former and new auditor:

5 NO

Former Auditor New Auditor

In the event of disagreements with the former Auditor, please explain the content of such disagreements:

5 NO

B.1.37 Indicate whether the audit firm carries out work for the company and/or its group other than the audit work. In such case, indicate the fees received for such work and the percentage of such fees of the total amount charged to the company and/or its group:

3 YES

Company Group Total

Amount of work performed other than the audit (Thousand Euros) 431 674 1,105

Amount of non-audit work/total amount invoiced by the Audit firm (in %)

72.940 31.140 40.100

B.1.38 Indicate whether the Audit Report on the previous year’s annual accounts contain reservations or qualifications. As the case may be, indicate the reasons given by the Chairman of the Audit Committee to explain the content and scope of said reservations or qualifications.

5 NO

B.1.39 Indicate the number of consecutive years the current audit firm has been auditing the company and/or group annual accounts. Likewise, indicate the percentage represented by the number of years audited by the current audit firm in the total number of years the company’s annual accounts have been audited:

Company Group

Number of consecutive years 25 17

Number of years the current audit firm has audited / number of years the company has been audited (%)

64.2 100.0

B.1.40 Indicate the shareholdings of the members of the company’s Board of Directors in the share capital of companies engaged in the same, similar or complementary activities as that of the corporate purposes of the company and group, of which the company is aware. Likewise, include the offices or functions held or undertaken in such companies:


DirectorRegistered name of company

%

shareholdingOffice or functions

ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. 0.010 Vice-Chairman

FLORENTINO PÉREZ RODRÍGUEZ


12.520 Chairman and Chief

Executive Officer

MARCELINO ARMENTER VIDAL TELEFÓNICA, S.A. 0.000 -

PABLO VALLBONA VADELL ACS, Actividades de Construcciones

y Servicios, S.A. 0.009 Vice-Chairman

ÁNGEL GARCÍA ALTOZANO ACS, Actividades de Construcciones

y Servicios, S.A. 0.108

Corporate General Manager

B.1.41 Indicate and, as the case may be, describe whether there is a procedure for external consultants to advise the Board members:

3 YES

Explanation of the procedure

In accordance with Article 21 of the regulations of the Board of Directors on Assistance from experts:

1. In order to be assisted in performing their duties, non-executive directors may, when there are special circumstances requiring it, engage legal, accounting and financial advisers or other experts at the Company’s expense. The engaging of such services must necessarily be connected with specific problems of a certain importance and complexity arising in the course of performing their duties.

2. The decision to engage such services must be notified to the Chief Executive Officer and may be vetoed by the Board of Directors if the following can be shown:

a) It is not necessary for the proper performance of their duties as non-executive directors.

b) The cost is not commensurate with the importance of the problem and the Company’s assets and earnings.

c) The technical assistance required could be adequately provided by the Company’s own technical experts.

110 CSR AAAR

B.1.42 Indicate whether a procedure exists that provides directors with the necessary information to duly prepare the meetings of the company’s management bodies in a timely manner. If so, describe:

3 YES

Procedure

The procedure allowing the directors to have the necessary information to prepare the meetings of the governing bodies with sufficient time is based on the submission of written materials a week prior to the meeting and serving, if applicable, any request for additional information.

Such documentation will be physically posted on a website created with the utmost security measures for the exclusive and personalised use of the directors of the Company, known as the “Abertis Directors’ Information System”, which furthermore contains documentary information such as the minutes of the Board of Directors and Committee meetings, resolutions on corporate governance, annual reports and relevant events, amongst others.

B.1.43 Indicate and as the case may be explain whether the company has laid down rules requiring the directors to report and even resign in cases where the credit and reputation of the company may be damaged:

3 YES

Description of Rules

In accordance with 19.2 of the Regulations of the Board of Directors, directors shall tender their resignation.

a) When they become incompatible with or barred by law from holding office.

b) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour.

c) When their membership of the Board could jeopardise the interests of the Company and when the reasons for which they were appointed cease to apply.

B.1.44 Indicate whether any member of the Board of Directors has informed the company that he is being prosecuted or summonsed to appear in court for any offence indicated in section 124 of the Spanish Public Limited Companies Act:

5 NO

Indicate whether the Board of Directors has analysed the case. If so, explain fully the decision taken on the permanence or removal of the Director.

5 NO

Decision taken Explanation in full

B.2 Board of Directors’ Committees

B.2.1 Give details of all the Board of Directors’ committees and their members:

EXECUTIVE OR DELEGATED COMMITTEE

Name Office Type

SALVADOR ALEMANY MAS President Executive

FLORENTINO PÉREZ RODRÍGUEZ Member Non-independent / proprietary

FRANCISCO REYNÉS MASSANET Member Executive

G3T, S.L. Member Non-independent / proprietary

ISIDRO FAINÉ CASAS Member Non-independent / proprietary

MARCELINO ARMENTER VIDAL Member Non-independent / Proprietary


Member Non-independent / Proprietary



APPOINTMENTS AND REMUNERATION COMMITTEE

Name Position Type

MANUEL RAVENTÓS NEGRA PRESIDENT NON-INDEPENDENT /

PROPRIETARY

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ MEMBER INDEPENDENT

RICARDO FORNESA RIBÓ MEMBERNON-INDEPENDENT /

PROPRIETARY

THEATRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L.

MEMBERNON-INDEPENDENT /

PROPRIETARY

ÁNGEL GARCÍA ALTOZANO MEMBERNON-INDEPENDENT /

PROPRIETARY

111 CSR AAAR

AUDIT AND CONTROL COMMITTEE

Name Position Type

ERNESTO MATA LÓPEZ PRESIDENT INDEPENDENT

EMILIO GARCÍA GALLEGO MEMBER INDEPENDENT

MARCELINO ARMENTER VIDAL MEMBERNON-INDEPENDENT /

PROPRIETARY

B.2.2 Indicate whether the following functions fall to the Audit Committee:

Overseeing the process of preparing financial information on the company, and, if applicable, the group,

reviewing compliance with legislative requirements, the appropriate definition of the consolidation scope

and application of accounting criteria.

Yes

Periodically reviewing the internal control systems and risk management in order to identify, manage and adequately disclose the main risks.

Yes

Ensuring the independence and effectiveness of the internal audit function; proposing the selection, appointment, re-election and removal of the person in charge of the internal audit service; proposing the budget for this service; receiving periodical information on its activities; and verifying that senior management is taking into account the conclusions and recommendations in their reports.

Yes

Establishing and monitoring a mechanism allowing employees to report confidentially, and if necessary, anonymously, any major irregularities, especially of a financial or accounting nature that have been detected in the company.

Yes

Submitting to the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor and the respective terms of engagement.

Yes

Receiving regular information from the external auditor on the audit plan and the results of its execution, and verifying that senior management takes their recommendations into account.

Yes

Ensuring the independence of the external auditor. Yes

Should there be a group of companies, facilitating for the group auditor the audits of the group companies. Yes

B.2.3 Describe the organisation and functioning rules and the responsibilities of each Committee of the Board of Directors.

Name of the Committee

CONTROL AND AUDIT COMMITTEE

Brief description

Article 13. The Audit and Control Committee.

1. The Board of Directors shall appoint from among its members a Control and Audit Committee made up of three (3) members, the majority of whom must be non-executive directors.

2. Notwithstanding any other tasks which may be assigned to it by the Board, the Control and Audit Committee shall have the following basic duties:

a) To oversee the Company’s financial information and internal control processes.

b) To propose the appointment of the auditor, their terms of engagement, the scope of their professional mandate and, where appropriate, their dismissal or non-renewal.

c) To report to the General Meeting on any questions raised by shareholders concerning matters within its remit.

d) To review the Company’s accounts, to ensure compliance with legal requirements and the correct application of generally accepted accounting principles, and to report on proposals by the management to alter accounting principles and practices.

e) To serve as the channel for communication between the Board of Directors and the auditors, to assess the results of each audit and the response by the management team to its recommendations, and to mediate in the event of any disagreement between the auditors and the management in connection with the principles and practices applied in drawing up the financial statements.

f) To supervise the internal audit services, to check their adequacy and integrity and to review the appointment and replacement of the persons in charge of them.

g) To supervise performance of the audit engagement and to ensure that the opinion on the annual accounts and the main contents of the audit report are drafted clearly and precisely.

h) To maintain relations with the external auditors in order to obtain information on matters that could jeopardise their independence and any other matters relating to the conduct of the auditing of the accounts, as well as other communications laid down in legislation on the auditing of accounts and the technical regulations governing audits.

i) to consider any suggestions put to it by the Chairman of the Board of Directors, members of the Board, senior executives or shareholders of the Company.

3. Meetings shall be called by the Chairman of the Committee, either on his or her own initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the Committee.

4. The Board shall appoint a Chairman from among the Committee members who are non-executive directors. The Committee itself shall also appoint a Secretary, and may appoint a Vice-Secretary, neither of whom need be members of the Committee.

5. Any member of the management team or any employee of the Company who is requested to attend Committee meetings shall be obliged to do so and to co-operate and provide access to the information in his or her possession. The Committee may also require the Company’s auditors to attend its meetings.

112 CSR AAAR



Brief description

Article 14. The Appointments and Remuneration Committee

1. The Appointments and Remuneration Committee shall be made up of non-executive directors, the number of whom shall be determined by the Board. The composition of the Committee shall reasonably reflect the relation on the Board of independent directors to those representing significant shareholders.

2. Notwithstanding any other tasks which may be assigned to it by the Board, the Appointments and Remuneration Committee shall have the following basic duties:

a) To formulate and review the criteria for the composition of the Board of Directors and the selection of candidates.

b) To submit to the Board its Appointments of Directors, for the Board to either co-opt them directly or submit them to the decision of the General Meeting of Shareholders.

c) To propose to the Board the members who are to sit on each Committee.

d) To propose to the Board of Directors the system for payment of directors’ remuneration and the amount of such remuneration.

e) To regularly review the remuneration scales and their weighting in terms of appropriateness and performance.

f) To provide information on operations that involve or might involve a conflict of interests and, in general, on the matters contemplated in Chapter IX of these Regulations.

g) To consider any suggestions put to it by the Chairman of the Board of Directors, members of the Board, senior executives or shareholders of the Company.

h) To provide information concerning the matters referred to in paragraphs 1), 2) y 6) of part b) of section 2) of article 4 of these Regulations.

3. The Appointments and Remuneration Committee shall meet whenever the Board of Directors or the Chairman of the Board requests a report be issued or proposals be adopted, and, in any case, whenever appropriate for the proper performance of their duties. Meetings shall be called by the Chairman of the Board of Directors or by two (2) members of the Committee itself.

4. The Board shall appoint a Chairman of the Committee from amongst the members of said Committee. The Committee itself shall appoint a Secretary, and may appoint a Vice-Secretary, neither of whom need be members of the Committee.



Brief description

Set out below please find a transcription of articles 11 and 12 of the Regulations of the Board of Directors.

“Article 11. Delegated bodies of the Board of Directors

1. Without prejudice to any individual delegation of powers to the Chairman or any other director (Chief Executive Officers) and its powers to set up delegated committees for specific purposes, the Board of Directors may establish an Executive Committee, with general decision-making powers, and an Appointments and Remuneration Committee, and shall in any event appoint an Control and Audit Committee; these last two Committees shall only have powers to inform, supervise, advise and propose on the matters specified in the following articles.

2. The Appointments and Remuneration Committee shall assess the profiles of the most suitable persons for sitting on the various Committees and shall make recommendations in this respect to the Board. In any case, it shall take into consideration the suggestions made to it by the Chairman and the Chief Executive Officer.

3. Unless otherwise laid down under the Articles of Association and in these Regulations, the Committees themselves may regulate the way in which they function. And unless otherwise specifically provided, the operating rules set out in these Regulations with respect to the Board shall apply, provided they are compatible with the nature and function of the Committee in question.

Article 12. The Executive Committee

1. The Board may appoint an Executive Committee, which shall be made up of a number of directors determined by the Board from time to time, within the maximum and minimum limits laid down under the Articles of Association, on the basis of the criteria indicated in Article 5.3 of these Regulations and reflecting as far as possible the composition of the Board.

2. The Chairman and the Chief Executive Officer shall be members of the Executive Committee.

3. The resolution appointing the members of the Executive Committee and the powers delegated to them shall require the favourable votes of at least two-thirds of the members of the Board of Directors.

4. The Chairman of the Board of Directors shall act as Chairman of the Executive Committee and the Secretary to the Board, assisted by the Vice-Secretary, shall act as Secretary.

5. The Executive Committee shall exercise the powers delegated to it by the Board of Directors.

6. Resolutions by the Executive Committee shall be passed with the favourable votes of the absolute majority of members present at the meeting in person or by proxy, except when they refer to the following matters, which shall require the favourable votes of more than two-thirds of the members of the Committee present in person or by proxy.

a) Proposals for the transformation, merger, division or winding up of the Company, the transfer of all its assets and liabilities, the contribution of a business division, amendments to its corporate purposes, and the increase or reduction of capital.

113 CSR AAAR

b) Proposals for resolutions that affect the number of directors on the Board, the creation of Committees, the appointment of officers on the Board and proposals for officers on the Boards of the Company’s subsidiaries and associates.

c) Investments and divestments that exceed the higher of the following figures: a) Euros two hundred million (Euros 200,000,000), and b) an amount equivalent to 5% of the Company’s equity.

B.2.4 List the powers of advice, consultation and, when applicable, delegations of each committee:

Name of Committee

Audit Committee

Brief description

See Section B.2.3.

Name of Committee


Brief description

See Section B.2.3.

Name of committee

Executive Committee

Brief description

See Section B.2.3.

B.2.5 Indicate, as the case may be, the existence of regulations governing the board committees, where such regulations are available for consultation, any amendments to the same during the financial year, and whether each committee voluntarily prepares an annual report on its activities.

Name of committee


Brief description

The Board of Directors’ Committees do not have their own regulations and their functioning is regulated in the Regulations of the Board of Directors posted on the company’s website. The Audit Committee has issued a report on its functions and activities for 2010, which is set out in section G of this Report.

At the same time, the various committees have prepared self-assessments, which have been submitted to the Board of Directors in full, and which have been approved.

Name of committee


Brief description

The Board of Directors’ Committees do not have their own regulations and their functioning is regulated in the Regulations of the Board of Directors posted on the company’s website.


Name of committee


Brief description



B.2.6 Indicate whether the composition of the executive committee reflects the same proportion as the various types of directors on the board of directors:

5 NO

If not, explain the composition of your executive committee.

The Executive Committee is made up of two executive officers and six proprietary directors.

114 CSR AAAR

C. RELATED OPERATIONS

C.1 Indicate whether the Board of Directors in full has reserved for itself the power to approve, the operations that the Company concludes with directors, significant or represented shareholders on the Board, or persons associated with them:

3 YES

C.2 List the relevant operations entailing a transfer of resources or obligations between the company or group entities and the significant shareholder of the company:

Name or registered

name of the significant

shareholder

Name or registered

name of the company

or group entity

Nature of the

relationshipType of operation

Amount

(Thousand

Euros)


Abertis AIRPORTS, S.A.

Contractual

(guarantees –

limit 1,000)

Guarantees received 28


Abertis

INFRAESTRUCTURAS

FINANCE, BV

Contractual

(financial

expenses accrued)

Financial expenses 1,372


Abertis

INFRAESTRUCTURAS

FINANCE, BV

Contractual

(financial income

accrued)

Financial income 5,068


Abertis

INFRAESTRUCTURAS

FINANCE, BV

Contractual

(interest and

exchange rate

hedging)

Loan agreements and

capital contributions

(borrower)

100,526


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(interest and

exchange rate

hedging)

Loan agreements and


(borrower)

543,463


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(syndicated

loans – limit of

100,000)

Loan agreements and


(borrower)

100,000


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(guarantees –

limit 117,391)

Guarantees received 102,391

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(credit – limit of

180,000)

Loan agreements and


(borrower)

1,265


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(syndicated loans

– limit of 71,250)

Loan agreements and


(borrower)

71,250


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(financial

expenses accrued)



Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(debenture)

Loan agreements and


(borrower)

160,000


Abertis telecom, S.A.

Contractual

(Guarantees –

limit 4,000)

Guarantees 0


ADESAL TELECOM, S.L. Contractual (loan

– limit 1,530)

Loan agreements and


(borrower)

1,530


ARABA LOGÍSTICA, S.A.

Contractual

(syndicated loans

– limit 8,795)

Loan agreements and


(borrower)

6,785


AUTOPISTA VASCO

ARAGONESA,

CONCESIONARIA DEL

ESTADO, S.A.

Contractual

(syndicated loan –

limit 26,413)

Loan agreements and


(borrower)

26,413


AUTOPISTAS,

CONCESIONARIA

ESPAÑOLA, S.A.

Commercial

(credit card

receipt

commissions)



AUTOPISTAS,

CONCESIONARIA

ESPAÑOLA, S.A.

Contractual

(Guarantees –

limit 10,000)



AUTOPISTES DE

CATALUNYA, S.A.

CONCESSIONÀRIA DE

LA GENERALITAT DE

CATALUNYA

Contractual

(Guarantees –

limit 12,000)


115 CSR AAAR

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)


AUTOPISTES DE

CATALUNYA, S.A.

CONCESSIONÀRIA DE

LA GENERALITAT DE

CATALUNYA

Contractual

(interest and

exchange rate

hedging –

matured)

Loan agreements and


(borrower)

0


CENTRO INTERMODAL

DE LOGÍSTICA, S.A.

Contractual

(credit – limit

8,800)

Loan agreements and


(borrower)

2,131


HISPASAT, S.A.

Contractual

(syndicated loans

– limit 2,352)

Loan agreements and


(borrower)

2,352


HOLDING

DÌNFRAESTRUCTURES

DE TRANSPORT, S.A.S

Contractual

(Financial

expenses accrued)



HOLDING

DÌNFRAESTRUCTURES

DE TRANSPORT, S.A.S

Contractual

(interest and

exchange rate

hedging)

Loan agreements and


(borrower)

210,000


HOLDING DÌNFRAESTRUCTURES DE TRANSPORT, S.A.S

Contractual (financial income accrued)

Income received 1,629


HOLDING DÍNFRAESTRUCTURES DE TRANSPORT, S.A.S

Contractual (syndicated loans – limit 32,000)

Loan agreements and capital contributions (borrower)

28,290


PARC LOGÍSTIC DE LA ZONA FRANCA, S.A.



6,750



Contractual (interest and exchange rate hedging)


6,375



Contractual (credit – limit 7,500)


5,490

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)





9,500


RETEVISIÓN I, S.A. SOCIEDAD UNIPERSONAL

Contractual (Guarantees – limit 15,000)



SABA APARCAMIENTOS, S.A.




SERVIABERTIS, S.L. Commercial Services rendered 1,037


SERVIABERTIS, S.L. Contractual (Guarantees – limit 2,000)



SERVICIOS AUDIOVISUALES OVERON, S.L.

Contractual (credit limit 1,020)


569



Contractual (loans – limit 5,100)


5,100






TRADIA TELECOM, S.A. Contractual (Guarantees – limit 3,000)



Abertis INFRAESTRUCTURAS, S.A.

ShareholdingDividends and other profits distributed

29,482

ADMIRABILIA, S.L. Abertis INFRAESTRUCTURAS, S.A.


22,792

CRITERIA CAIXACORP, S.A. Abertis INFRAESTRUCTURAS, S.A.


87,524

INVERSIONES AUTOPISTAS, S.L.



33,560

116 CSR AAAR

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)




34,481

VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS

GRUPO Abertis Contractual (Insurance)

Management or collaboration contracts

6,758

C.3 Describe the relevant transactions involving a transfer of resources or obligations between the company or companies within the group and the company’s administrators or executives:

C.4 Describe the relevant transactions undertaken by the company with other companies in the same group, provided they were not eliminated during the process of preparing the consolidated financial statements and are not a habitual part of the company’s purposes and conditions:

C.5 Identify, as the case may be, any situation of conflict of interest of company directors as established under article 127.3 of the Spanish Public Limited Companies Act.

3 YES

Name or registered name of the Director

ISIDRO FAINÉ CASAS

Description of conflict of interest

Financial operations with related parties


LEOPOLDO RODÉS CASTAÑÉ




MANUEL RAVENTÓS NEGRA




MARCELINO ARMENTER VIDAL




RICARDO FORNESA RIBÓ



C.6 Describe the mechanisms established to detect, determine and resolve the possible conflicts of interest between the company and/or its group, and its directors, managers or significant shareholders.

In accordance with the Regulations of the Board of Directors and the internal regulations related to the Securities Exchange, these conflicts must be reported by the directors and managers whose duty it is to abstain from assisting and taking part in matters involving conflicts of interests.

The conflict of interest situations are set out in the notes to the annual accounts.

C.7 Is more than one company in the group listed on the Stock Exchange in Spain?

5 NO

Identify the subsidiary companies listed in Spain:

117 CSR AAAR

D. RISK CONTROL SYSTEMS D.1 General description of the company and/or group risk policy, detailing and evaluating the risks covered by the systems and proof of suitability of such systems for the profile of each type of risk.

The risk control system of abertis is based on a set of strategic and operative actions aimed at complying with the overall risk policies necessary to achieve the aims adopted by the Board of Directors.

The Board of Directors, as the highest decision making and representative body of the company is responsible for defining the global risk control and risk profile of abertis Group.

The Corporation establishes the risk levels of the group, on the basis of which it sets the action limits for the different companies. Activities with risk levels higher than those established must have the prior approval from the Corporation.

abertis has an overall risk management model that identifies, classifies, evaluates, manages and monitors risk of its different business and corporate units and ensures that the level of risk exposure is consistent with the objective risk profile.

Furthermore, the model defines the persons responsible for management, oversight and determination of limits for each risk category.

abertis’s global risk management model includes the following risk categories:

1. Business risks

This category includes risks related to the market and the environment in which the Group operates and which have a special impact on strategic objectives:

Concession expiry

A major part of the business is carried out through time limited concessions, which involves the need to generate additional sources of cash flows in the medium term in order to ensure the continuity of the Group.

Certain costs must also be managed taking into account the duration of the concession (personnel, revertible investments, etc.).

Regulatory risks

The group companies must comply with both specific and general standards (accounting, environmental, employment, tax and data protection, etc.)

The abertis group is sensitive to any legislative amendments or developments since it is a listed company, and because it trades in sectors that are specifically regulated and because a large part of its business is carried out as a public concession.

Competency

The creation of alternative infrastructures (motorways, airports, car parks and telecommunications), alternative technologies (telecommunications), development of new urban areas (car parks and logistics), new competitors resulting from industry de-regulation (telecommunications) and mobility trends (motorways and car parks), etc. can impact the business directly.

Technology

The appearance of new technologies and standards can involve new investments in assets and RD, as well as the transformation of operating processes in certain Group businesses.

Customer demand

The evolution of the economy has a significant influence on the different group businesses.

Customer concentration

In certain businesses the negotiating power of customers is especially high as a result of their specific weight compared to total turnover.

Control

Risk of a lack of strategic alignment in the event of major dependence on income, earnings and cash flows of non-controlled companies.

Ramp up

Risks in the initial phase, overruns of time and costs of major projects, as well as the risk of not achieving the estimated revenue levels.

Country risk

The international investments of the abertis Group are mainly in Europe, although there are investments in some countries with a level of legal security that could affect the evolution of the business.

Financial risk

Loss in value or earnings due to adverse movements in financial variables and the inability of the company to meet its commitments or realise its assets.

Classified into interest rate / exchange rate, market, counter-party and trade receivable risks.

Due to indebtedness of the abertis Group, as a result of the expansion in the last few years, there is a major exposure to fluctuations in interest rates. There is also exposure to fluctuations in exchange rates due to investments in foreign currency, bond issues and loans in currencies.

abertis has certain hedging policies and avoid speculative operations. It also analyses its exposure to forecast cash flows and the value of company assets and liabilities to fluctuations in the interest rate curves and exchange rates in the market.

The actions taken by abertis in regards to its financial structure (refinancing policies, etc.) contribute to the maintenance of a sound structure and minimise to a great extent the effects arising from market tensions.

Furthermore, the evolution of inflation has a special impact on the Group given that the rates of a major part of the businesses are indexed to prices.

2. Operational risk

These risks include potential loss from the inadequacy of processes of key Group operations, as well as the staffing, equipment and systems that support them.

These risks are classified under: Operations (labour, tax, infrastructure obsolescence, security, environment, business discontinuity, dependence on suppliers and service quality), organisation, information (availability, integrity, confidentiality and relevance), fraud and compliance.

118 CSR AAAR

The Corporation has prepared an insurable risk analysis in the Group and has set up a corporate insurance model that contemplates the risk levels to over, directives for contracting, management, etc.

Additionally, the abertis Group has control systems that cover risks from different activities (fraud management policies, specific units allocated to controlling operational fraud, analysis of sensitivities to variations in the many business aggregates, etc.).

D.2 Indicate whether during the year under review any of the different types of risks (operational, technological, financial, legal, reputational or tax) have affected the company and/or its group:

3 YES

If so, indicate the circumstances causing them and if the control systems set up have worked.

Risk materialised during the year

Slight decrease in customer demand.

Causing circumstances

Evolution of economic activity.

Functioning of control systems

Detected sufficiently in advance in order to make decisions (cost efficiency, search for alternative revenues, etc.).


Impact of evolution of inflation in certain businesses with rates indexed to the CPI.


Evolution of the economy


Detected sufficiently in advance in order to make decisions (cost efficiency, search for alternative revenues, etc.)


Deviations in expected aggregates of certain concessionaire companies with minority holdings


Evolution of economic activity and modifications of the initial framework


Start up of pertinent negotiations with the grantor government to restore balance to the activity

D.3 Indicate whether a committee or other government body in charge of setting up and monitoring these control mechanisms:

3 YES

If so, list the functions of such body.

Name of committee or body

Audit and Control Committee

Description of functions

The function, assigned by the Board of Directors, of supervising the internal control systems and risk management with the support of Internal Audit.

Internal Audit, in order to ensure its supervisory task, has set up mechanisms to identify and follow up risks inherent to the different businesses, making and updating the abertis risk maps, both at corporate level and the level of the different business units.

The annual internal audit plan contemplates oversight of the risks identified.


Executive Committee


The Executive Committee, as the delegated body of the Board of Directors, adopts the specific directives on risk limits and management proposed by corporate management.


Business Management Committees


These are responsible for implementing the risk policies defined and supervise the risk management activities carried out in the area of their remit.

119 CSR AAAR


Board of Directors


Maximum decision-making and representative body of the company, responsible for defining the overall control strategy and risk profile of the abertis group.

D.4 Identify and describe the processes for compliance with the regulations affecting the company and/or its group.

The Company and its subsidiaries undertake their activity within different legislative frameworks: sectors, official markets, environment, employment and tax legislation, etc in Spain and other countries. Thus, the corporation establishes standards, procedures and controls in order to avoid irregularities or, should they occur, to remedy them as soon as possible.

Fundamental mechanisms ensuring compliance with the different regulations affecting the group companies are based on the controls and activities carried out by the following corporate areas:

• Corporate Secretariat is in charge of the formal and material legality of the actions of the governing bodies of the group by verifying their compliance with the Articles of Association, the rules laid down by the regulatory bodies and pertinent good governance principles and criteria.

• Legal Advisory Office: ensures overall observance of the legal requirements affecting the group, and to do so, establishes the legal guidelines for the group companies and brings the organizational structure into line with the regulatory environment, establishing compliance with laws, standards and ethical codes.

• Tax planning: to ensure global observance of the group’s tax requirements, establishing compliance with laws and positioning the group when required.

• Internal Audit: ensure the observance of internal procedures and their adaptation to the regulatory requirements through its examinations.

Additionally, the different companies in the group are carrying out a follow up of the observance of specific rules and are acting as channels for relations with regulatory bodies through the general managers offices of the companies. Likewise, information treatment systems exist in the different companies in the group together with interdisciplinary working groups in charge of making and providing periodical information which, in accordance with the current standards, must be submitting to certain regulatory bodies (Telecommunications Market Commission, Government Delegations in companies operating toll motorways concessions, etc.)

E. GENERAL SHAREHOLDERS’ MEETING

E.1 Indicate and, as the case may be, describe the differences between the quorums set out in the Spanish Public Limited Companies Act and quorums under the Articles of Association for holding a valid General Shareholders’ Meeting.

5 NO

Quorum % other than that

established under section 102

of the Spanish Public Limited

Companies Act in regular cases

Quorum % other than that established under section 103 of the Spanish Public Limited

Companies Act

Quorum required for meetings on first call

0 0

Quorum required for meetings on second call

0 0

E.2 Indicate whether there are any differences with the regime established under the Spanish Public Limited Companies Act (SPLCA) with regards to the adoption of company resolutions:

5 NO

Describe the differences with the regime established under said Act.

E.3 List the rights of shareholders with regards to the general shareholders’ meetings that differ from those set out in the SPLCA.

E.4 Indicate, as the case may be, measures adopted to promote participation of shareholders in the General Meeting of Shareholders.

The call for the meeting must be published on a full page in national newspapers and others in the cities of Barcelona, Madrid and Valencia. A personalised letter addressed to each and every depository company will be sent together with the convening notice suggesting that the attendance cards indicate the likely holding of the meeting on second call.

Article 37 of the Regulations of the Board of Directors establishes that the Board of Directors will foster the informed participation of shareholders in the general meetings and will adopt all the measures necessary to facilitate that the General Meeting of Shareholders effectively undertakes the functions mandated by law, the Articles of Association and the Regulations of the General Meeting of Shareholders.

120 CSR AAAR

To foster the participation of shareholders, the Regulations of the General Meeting of Shareholders, approved by the General Meeting, establishes that the shareholders may request in writing, prior to the meeting or verbally during the meeting, any reports or clarifications deemed necessary on the issues on the agenda.

Furthermore, the notice of the call for the General Meeting of Shareholders will indicate that any shareholder may obtain the documents to be submitted for the adoption by the General Meeting of Shareholders prior to the meeting, and, in the place and on the date of the meeting, the shareholders will have several means to submit proposals of resolutions to the General Meeting of Shareholders.

In order to facilitate the vote of financial intermediaries which appear to be legitimated as shareholders but who act on behalf of clients, they are allowed to fraction their vote in accordance with their clients’ instructions.

With the same aim, an electronic representation delegation system has been developed. Shareholders, through the Company’s website, may delegate their representation to another person (shareholder or not) who will attend the General Meeting on his behalf.

E.5 Indicate whether the office of Chairman of the General Meeting of Shareholders coincides with the office of the Chairman of the Board of Directors. Give details, as the case may be, as to which measures have been adopted to ensure the independence and proper functioning of the General Meeting of Shareholders:

3 YES

Measures

abertis in accordance with the recommendations of the corporate governance report and all legal provisions, has a series of regulations governing the General Meeting of Shareholders based on such recommendations and the practical experience of previous years which ensures independence and the proper functioning of such meeting by meticulously respecting the rights of shareholders of both significant shareholders and minority interests.

E.6 Indicate, as the case may be, the modifications made during this year to the Regulations of the General Meeting of Shareholders.

No modifications have taken place during this year.

E.7 Indicate attendance figures for the General Meetings of Shareholders during the year covered by this report:

Attendance

Date of General Meeting of Shareholders

Presence % Proxy %

Long-distance voting %Total

Electronic voting Other

27/04/2010 5.234 62.576 0.000 0.000 67.810

E.8 Indicate briefly the resolutions adopted in the General Meeting of Shareholders held in the year examined by this present report and percentage of votes each resolution has been approved with.

General Meeting of Shareholders held on 27 April 2010:

1. Review and approval, as the case may be, of the individual and consolidated annual accounts and their respective management reports including the Remuneration Policy Report for 2009, as well as the proposal for the distribution of results, and the management of the Board of Directors. Percentage in favour: 99.414%. Percentage against: 0.5864%. Percentage of abstentions: 0.0001%.

2. Increase in share capital, with charge against reserves and amendment of Article 5 of the Articles of Association and request to be listed for trading in official markets and other organised markets and delegation of powers in favour of the Directors for execution. Percentage in favour: 99.998%. Percentage against: 0.0012%. Percentage of abstentions: 0.0010%.

3. Empowering of the Board of Directors to increase share capital on one or several occasions up to one half of the same and for a maximum period of five years, subject to the respective modification of the articles of association, and voiding the former power. Percentage in favour: 99.439%. Percentage against: 0.4179%. Percentage of abstentions: 0.1433%.

4. Appointment and removal of Board Members.

Upon the proposal of the Board, on the urging of the Appointments and Remuneration Committee:

Ratification of the appointments made under article 244 of the Public Limited Companies Act and to appoint the following directors for the statutory period of five years:

Francisco Reynés Massanet, executive officer, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 96.840%. Percentage against: 3.1593%. Percentage of abstentions: 0.0009%.

Julio Sacristán Fidalgo, as proprietary member, on the proposal of ACS, Actividades de Construcciones y Servicios, S.A. Percentage in favour: 96.840%. Percentage against: 3.1593%. Percentage of abstentions: 0.0009%.

121 CSR AAAR

Re-election as directors for the statutory period of five years:

Pablo Vallbona Vadell, as proprietary member, on the proposal of ACS, Actividades de Construcciones y Servicios, S.A. Percentage in favour: 96.851%. Percentage against: 3.1477%. Percentage of abstentions: 0.0009%.

Miguel Ángel Gutierrez Méndez, as an independent director. Percentage in favour: 96.851%. Percentage against: 3.1477%. Percentage of abstentions: 0.0009%.

Comunidades Gestionadas, S.A., as proprietary member, on the proposal of ACS, Actividades de Construcciones y Servicios, S.A. Percentage in favour: 96.840%. Percentage against: 3.1593%. Percentage of abstentions: 0.0009%.

5. Appointment of Auditor of the Accounts for the Company and its consolidated group for 2010. Percentage in favour: 97.115%. Percentage against: 2.3218 %. Percentage of abstentions: 0.5636%.

6. 2010 Share Delivery Plan. Establishment of the 2010 Share Options Plan and adjustment to the 2009 Share Options Plan. Percentage in favour: 99.005%. Percentage against: 0.8678%. Percentage of abstentions: 0.1273%.

7. Authorisation for the Board of Directors for the derivative acquisition of the treasury shares; their sale, and with the express power to reduce share capital in order to reduce treasury shares. Percentage in favour: 99.679%. Percentage against: 0.3173%. Percentage of abstentions: 0.0039%.

8. Delegation of powers to the Board of Directors to issue promissory notes, bonds, debentures and other fixed income securities that are convertible and/or exchangeable for Company shares or can be swapped for shares of other companies, and the power to increase share capital and exclude preferred subscription rights of the shareholders and holders of convertible and/or swappable securities. As for the issue of promissory notes, the power will also be conferred upon the Executive Committee, the Chairman and the Chief Executive Officer indiscriminately. Percentage in favour: 99.692%. Percentage against: 0.3075%. Percentage of abstentions: 0.0000%.

9. Delegation of powers to formalize all the resolutions approved by the General Meeting of Shareholders. Percentage in favour: 99.830%. Percentage against: 0.1696%. Percentage of abstentions: 0.0001%.

E.9 Indicate whether any restrictions exist under the Articles of Association exit establishing a minimum number of shares necessary to attend the General Meeting of Shareholders:

3 YES

Number of shares necessary to attend the General Meeting of Shareholders 1,000

E.10 Indicate and justify the policies followed by the company with regards to voting proxies at the General Meeting of Shareholders.

In accordance with article 13 of the Articles of Association and article 8 of the Regulations of the General Meeting of Shareholders,

“1. Every shareholder who is entitled to attend General Meetings may appoint another person to stand as proxy, who need not be a shareholder. Each shareholder may only have one proxy at a General Meeting.

The form of proxy must be in writing signed by the shareholder or in electronic format with an electronic signature that duly guarantees the identity of the writer, and must be for a specific General Meeting, without prejudice to the provisions of Article 108 of the Spanish Public limited Companies Act concerning family proxies.

The proxy must in all cases hold the necessary attendance card.

Attendance by the shareholder in person at the General Meeting shall revoke the proxy.

2. If the proxy has been obtained by public request, the form of proxy must contain or have attached to it the agenda, the request for voting instructions and the way in which the proxy will vote if no specific voting instructions have been given. A public request for proxies shall be considered to have been made when one person holds proxies for more than three shareholders.

If no voting instructions have been given in respect of the proposed resolutions included in the agenda, the proxy shall be considered to vote in favour of the proposals submitted by the Board of Directors.

If no instructions have been given on account of matters not having been included on the agenda, the proxy shall vote in the manner he considers most appropriate in the interests of the Company and of the shareholder represented.

If the shareholders represented have given voting instructions, the proxy may vote differently when circumstances arise that were not known at the time of sending the voting instructions and there is a risk that the interests of the shareholder represented may be adversely affected. In this case, the proxy shall immediately inform the shareholder represented, explaining the reasons for the vote, either in writing or by e-mail.

3. The provisions of the preceding section shall not apply when the proxy is the spouse, ascendant or descendant of the shareholder, or when the proxy holds general powers of attorney, conferred in a public instrument, to administer the shareholder’s assets located in Spain.

4. Should the directors of the Company, or another person, have made a public request for proxies, a director who holds a proxy may not exercise the voting rights attached to the shares represented with respect to those items on the agenda with which he has a conflict of interests, and in all cases with respect to the following resolutions:

a) his appointment or the ratification of his appointment as director;

b) his removal, separation or resignation as director;

c) any action for company liability brought against him;

d) the approval or ratification of operations by the Company with the director in question, with companies controlled or represented by him or with persons acting on his behalf.”

The reference to art. 108 of the Spanish Public Limited Companies Act is to be understood as referring to art. 187 of the Spanish Corporate Enterprises Act.

E.11 Indicate whether the company is aware of the policies of institutional investors taking part or not in the company’s decisions:

5 NO

122 CSR AAAR

E.12 Indicate the address and access to the content of corporate governance on its website.

In the section “Investor Relations” posted on the website at www.abertis.com one will find the information required under article 117 of the Securities and Exchange Act in the wording given by Law 26/2003/17 July, under Order ECO/3772/2003/26 December, and Circular 4/2007/27 December of the CNMV.

The information included on the website can be read in four languages: Catalan, Spanish, English and French.

F. LEVEL OF COMPLIANCE WITH THE CORPORATE GOVERNANCE RECOMMENDATIONS

Indicate the level of compliance of the Company with the recommendations of the Unified Code of Good Governance. Should the company fail to comply with any of the recommendations, please, explain the recommendations, rules, practices or criteria applied by the company.

1. The Articles of Association of listed companies should not limit the maximum number of votes that a single shareholder may cast and should not impose other restrictions that may hinder taking control of the company through acquiring its shares on the market.

See sections: A.9, B.1.22, B.1.23 and E.1, E.2

Complied with

2. When a parent company and a subsidiary company are both listed, they have to define publicly and precisely:

a) Their respective areas of activity and possible business relationships between them and the relationships of the listed subsidiary company with the rest of companies within the group;

b) Mechanisms provided to solve the eventual conflicts of interest that may arise.

See sections: C.4 y C.7

Not applicable

3. Operations entailing a structural modification to the company and in particular those operations listed below shall be submitted to the approval of the General Meeting of Shareholders even if that is not required by corporate legislation:

a) The transformation of listed companies into holding companies by means of “affiliation” or transfer essential activities so far developed by the company itself to subsidiary companies, even if the company holds full control over those subsidiary companies;

b) Acquisition or disposal of essential operational assets, when entailing an factual modification of the Company’s purposes;

c) Operations of similar effect to the liquidation of a company.

Complied with

4. Detailed proposals of resolutions to be adopted by the General Meeting of Shareholders, including the information referred to in recommendation 28 will be made public at the moment of publishing the General Meeting of Shareholders convening notice.

Complied with

123 CSR AAAR

5. Substantially independent matters shall be voted separately at the General Meeting of Shareholders, in order for the shareholders to exercise their voting preferences separately. Such rule shall be applied in particular to:

a) The appointment or ratification of directors, which shall be voted on individually;

b) In the event of amendments to the Articles of Association, each substantially independent article or group of articles shall be voted on separately.

See section: E.8

Complied with

6. Companies should allow the vote to be fractioned in order for the financial intermediaries that appear legitimised as shareholders but who act on behalf of various clients to cast their votes in accordance with their clients’ instructions.

See section: E.4

Complied with

7. The Board should perform its functions with a single purpose and independently and treat all shareholders equally. The interest of the Company, understood as maximising continuously the company’s economic value, should guide the Board.

The Board should ensure that in its relationships with its stakeholders that the company abide by all laws and regulations, observe its obligations and contracts in good faith, respect the customs and best practices of sectors and territories where the activity takes place, and observe the additional principles of social responsibility accepted voluntarily.

Complied with

8. The Board should undertake, as its main purpose, to approve the company’s strategy and organisation necessary to put them into practice and supervise and ensure that the Management team complies with the goals set out and respects the company’s purposes and interests. And, to do so, the Board should reserve for itself the power to approve the following:

a) The Company’s general policies and strategies and in particular:

i) The strategic or business plan, together with the management goals and annual budget;

ii) Investment and financing policy;

iii) The definition of the structure of the companies’ group;

iv) The corporate governance policy;

v) Corporate social responsibility policy;

vi) Senior management remuneration and Performance evaluation policy;

vii) Risk control and management policy and the periodical follow-up of the internal systems of information and control.

viii) Dividends policy. Treasury stock policy and especially its limits.

See sections: B.1.10, B.1.13, B.1.14 and D.3

b) The following resolutions:

i) On the proposal of the Company’s chief executive, the appointment and removal of senior managers and their indemnity clauses.

See section: B.1.14.

ii) Directors’ remuneration and the additional remuneration of executive directors for their executive functions and other conditions their contracts must respect.


iii) Financial information which, due to being a listed company, must be disclosed publicly and periodically.

iv) Investments and operations of any type which, due to their excessive amount or special features, have a strategic nature, except when their approval is the competency of the General Meeting of Shareholders;

v) The creation or acquisition of interests in special purpose entities or whose registered office is in tax havens and any other similar transaction whose complexity could tarnish the group’s transparency.

c) The operations the company carries out with directors, or significant shareholders or shareholders represented on the Board or with persons associated with them (“related operations”).

That authorisation from the Board will not however be necessary in any related operations meeting the three following conditions:

1 Those carried out by virtue of contracts whose terms are standard and are applied massively to a large number of customers;

2 Those made at prices or tariffs generally established by those acting as providers of the relevant goods or services;

3 Amounts not exceeding 1% of the company’s annual income.

It is recommended the Board approve the related operations subject to receiving a favourable report from the Audit Committee or, when applicable, from any other body charged with that function. When deciding, the directors affected, who can neither act as such nor delegate their vote, should leave the meeting room while the Board is deliberating and voting.

It is recommended the competencies here granted to the Board should not be delegable, except those under subsections b) and c), which can be adopted for reasons of urgency by the Executive Committee and later ratified by the Board in full.

See sections:C.1 y C.6

Complied with

124 CSR AAAR

9. It is recommended that the Board be of an appropriate size in order to allow for efficiency and facilitate participation. It is advisable that the number of members not be lower than five or greater than fifteen.

See section: B.1.1

Explain

The functioning of the Board is effective and participatory. There are now 19 members, one less than in 2009. The size of the Board is the result of the merger of Acesa Infraestructuras, S.A. and Aurea Concesiones de Infraestructuras, S.A., initially with 12 members from Acesa, seven from Aurea and one executive officer with the maximum executive powers.

10. Non independent or proprietary external directors and independent directors should represent a large majority in the Board and the number of executive directors should be the minimum necessary, taking into account the complexity of the company group and the percentage of participation of executive directors in the company’s capital.

See sections:A.2, A.3, B.1.3 and B.1.14

Complied with

11. If there is an external director who is neither proprietary (or non independent) or independent, the company should explain such circumstance and the links of that director with the company, the managers or the shareholders.

See section: B.1.3

Not applicable

12. Among the external directors, the ratio between the number of proprietary or non-independent directors and independent directors should reflect the existing ratio between the share capital represented by proprietary or non-independent directors and the rest of the share capital.

This criterion of strict proportionality may be lessened by giving more weight to non-independent directors in proportion to the total percentage of capital they represent in the following cases:

1 in highly capitalised companies in which there are hardly no interests considered significant by law although there are shareholders with share packages of high absolute value.

2 companies with a plurality of shareholders represented on the Board and with no links between them.

See sections:B.1.3, A.2 and A.3

Complied with

13. The number of independent directors should be less than a third of the total number of directors.

See section: B.1.3

Explain

See recommendation number 9

14. The nature of each director should be explained by the Board before the General Meeting of Shareholders in charge of appointing him or ratifying his appointment. Such appointment should be confirmed, and as the case may be, revised yearly in the Annual corporate governance report, subject to verification of the Appointments Committee. The report should also explain why proprietary or non-independent directors proposed by shareholders holding less than 5% of capital have been appointed. It should also explain why formal proposals to appoint directors have been turned down when coming from shareholders holding the same or more shares than those whose proposals for appointing non-independent directors have been accepted.

See sections:B.1.3 y B.1 4

Complied with

15.If the number of women directors is very low or nil, the Board should explain the reasons and initiatives adopted to correct such situation. In particular, the Appointments Committee should take special care when filling the new vacancies and see to the following:

a) The selection proceedings are not implicitly biased, hindering the appointment of women directors;

b) The company should deliberately search and include in the potential candidates, women fulfilling the professional profile required.

See sections: B.1.2, B.1.27 and B.2.3.

Explain

The Board is willing to improve the presence of women directors in the Board. To do so, the Appointments Committee places special care in meeting that goal when selecting possible candidates in the event of renewals at the Board. Please note that the 3rd Vice-Chairman relates to the representative of G3T, S.L. Ms. Carmen Godia Bull.

125 CSR AAAR

16. The Chairman, as the person in charge of the Board’s proper functioning, should ensure that the Directors receive sufficient information prior to the meetings. He should stimulate debate and the active participation of directors during the Board meetings, defend their freedom to take positions and speak. He should organise and coordinate with the relevant Committee Chairmen the periodical evaluation of the Board and, when applicable, the evaluation of the Chief Executive Officer or Chief executive.

See section: B.1.42

Complied with

17. When the Board’s Chairman is also the Company’s chief executive, one of the independent directors should be empowered to propose the convening of the Board or the inclusion of new points in the agenda to allow the external directors to express their concerns and to guide the evaluation of the Chairman by the Board.

See section: B.1.21

Explain

Given the shareholding structure of the company, and the Board of Directors, with the presence of 13 proprietary directors and an executive officer with delegated powers, it would not be convenient to have an independent director convoke the Board.

18. The Board’s secretary should take special care to ensure the Board’s actions regarding the following points:

a) are in line with the letter and spirit of current legislation and regulations, including the provisions adopted by the regulatory bodies;

b) are in line with the Articles of Associations and the Regulations of the General Meeting of Shareholders, the Regulations of the Board of Directors and other company’s Regulations;

c) take into account the recommendations on good governance in this Unified Code accepted by the company.

Furthermore, to protect the independence, impartiality and professionalism of the Secretary, his appointment and removal should be undertaken subject to the report of the Appointments Committee and approved by the Board of Directors in full. Such appointment and removal procedure should appear in the Board of Directors’ Regulations.

See section: B.1.34

Complied with

19. The Board should meet as frequently as necessary to efficiently perform its functions, by following a programme with specific dates and issues established at the beginning of the year. Each director is allowed to propose other points to the agenda not included initially.

See section: B.1.29

Complied with

20. The non-attendance of directors at the meetings of the Board should be limited to situations of utmost necessity and shall be recorded in the Annual corporate governance report. If proxy representation is essential, it shall be granted with instructions.

See sections:B.1.28 and B.1.30

Complied with

21. When directors or the secretary express their concerns on any proposal or, with regards to the directors, on how the company evolving and such concerns are not resolved by the Board, such concerns should be recorded in the minutes at the request of those expressing them.

Complied with

22. The Board in full should evaluate once a year the following:

a) The quality and efficiency of the Board’s functioning;

b) The performance of functions by the Board’s Chairman and by the Chief Executive of the Company;

c) The working of its committees, starting from the report these committees submit to the Board.

See section: B.1.19

Complied with

23. The directors should have the right to gather additional information necessary in their judgement on matters of the Board’s competency. And, except when the Articles of Association and the Regulations of the Board of Directors establishes otherwise, they should address their request to do so to the Chairman or the Secretary of the Board.

See section: B.1.42

Complied with

24. All the directors should have the right to obtain from the company the necessary advice to perform their functions. The company should open the appropriate channels which in special circumstances may include the external advice charged to the company.

See section: B.1.41

Complied with

126 CSR AAAR

25. The companies should set up an orientation programme giving the new directors a quick and sufficient knowledge of the Company and of its corporate governance rules. They should also offer directors knowledge updating programmes when circumstances warrant it.

Complied with

26. The companies should require the directors to dedicate the necessary time and effort to perform their function efficiently and therefore:

a) The directors should inform the Appointments Committee of their remaining professional obligations as they may interfere with their job of directors;

b) The company should pass rules on the number of Boards its Directors are allowed to sit on.

See sections:B.1.8, B.1.9 y B.1.17

Partially complied with

So far, the company has decided not to limit the number of Boards its Directors are allowed to sit on.

27. The directors’ appointment or re-election proposal of the Board of Directors to the General Meeting of Shareholders and the provisional appointment by cooption is approved by the Board:

a) At the proposal of the Appointments Committee, when appointing or re-electing independent directors.

b) Subject to a report by the Appointments Committee, when appointing or re-electing the remaining directors.

See section: B.1.2

Complied with

28. The companies should post and update the following information on their directors on their websites:

a) Professional and biographic profile;

b) Other Boards of Directors of listed or unlisted companies he or she sits on;

c) Indicating the director category. If proprietary or non independent, indicate the shareholder represented or related to.

d) Date of first appointment as company director and appointments thereafter, and;

e) Shares in the company or share options held.

Complied with

29. Independent directors should not hold office as such for a continuous period longer than 12 years.

See section: B.1.2

Complied with

30. Proprietary or non independent shareholders should submit their resignation when the shareholder they represent sells all its shares in the company. When such shareholder sells only part of its shares requiring a decrease in the number of proprietary directors, a number of proprietary directors proportional to that decrease should also submit their resignation.

See sections:A.2, A.3 y B.1.2

Complied with

31. The Board of Directors shall refrain from removing an independent director before her statutory mandate term of office established under the Articles of Association has expired, except when there exists justification, as seen by the Board, subject to the report of the Appointments Committee. In particular, a justification exists when a director fails to comply with the duties of his office or is subject to the circumstances described in point 5 of section III of definitions of this Code.

The removal of directors can also be proposed as a result of takeover bids, mergers and other similar corporate operations entailing a change in the structure of the company’s capital when such changes in the Board’s structure are fostered under the proportionality criterion as per Recommendation 12.

See sections:B.1.2, B.1.5 and B.1.26

Complied with

32. The companies should establish rules obliging Directors to report and, when applicable, resign when the credit and reputation of the company may be damaged and, in particular, the Board of Directors should be informed when Directors are being prosecuted and if any other court proceedings in which they are involved.

If a director were prosecuted or subpoenaed to appear in court for any of the offences indicated in article 124 of the Spanish Public Limited Companies Act, the Board shall examine the case as soon as possible and basing its opinion on the specific circumstances, should decide to confirm or remove the director from his position. The Board should give a proper account of the above in its annual corporate governance report.


Complied with

127 CSR AAAR

33. All directors should clearly express their opposition when they believe that proposals submitted to the Board are contrary to the general interest. The same should be done, especially in respect of the independent directors and directors not affected by potential conflicts of interest, with regards to decisions that may damage the shareholders not represented on the Board.

Should the Board adopt significant or repeated decisions on matters about which the director had formulated serious reservations, the director should draw the appropriate conclusions, and, should he decide to resign, he should explain the reasons in a letter referred to in the following recommendation.

This recommendation also includes the Board secretary, even if he is not a director.

Complied with

34. If a director leaves office before the end of term, either due to resignation or other reasons, he should explain those reasons in a letter addressed to all the members of the Board. Without prejudice to reporting such matter as a relevant event, the reason for his resignation will be included in the annual corporate governance report.

See section: B.1.5

Complied with

35. The remuneration policy approved by the Board should at least cover the following matters:

a) Amount of fixed items, breaking down, as the case may be, the expenses paid for attending meetings of the Board and Committees and a calculation of the annual fixed remuneration that said expenses amount to;

b) Variable remuneration items, including, in particular:

i) Categories of directors to whom they apply and an explanation of the relative importance of variable remuneration items with regards to fixed items.

ii) Performance evaluation criteria as a basis of any right to remuneration paid in shares, share options or any other variable component;

iii) Fundamental parameters and the grounds of any system of annual bonuses or other benefits not paid in cash; and

iv) Calculation of the absolute amount of variable remuneration to be received according to the proposed remuneration plan, depending on the degree of compliance of the assumptions hypothesis or targets used as a reference.

c) Main features of benefit systems (for example, complementary pensions, life insurance and the like), including an estimate of their amounts or equivalent annual cost.

d) Terms to be respected by the contracts with those persons exercising senior management functions, such as executive directors, including among others the following:

i) Term of office;

ii) Notice terms; and

iii) Any other terms relating to contract bonuses and compensation or golden parachute clauses for

early termination or for termination of the contractual relationship between the company and the executive director.

See section: B.1.15

Complied with

36. Remuneration by means of payment in company’s shares or shares of companies in the same group, share options or instruments indexed to share values, variable remuneration linked to the company’s performance or benefit systems, should be limited solely to executive directors.

This recommendation will not include the payment in shares if directors are obliged to keep them during their term in office.

See sections:A.3 and B.1.3

Complied with

37. The remuneration of external directors should be sufficient to cover their time, qualifications and the responsibility required by their office; it should not, however, be so high as to jeopardize their independence.

Complied with

38. Remuneration related to the company’s results should take into account the possible qualifications included in the external auditor’s report which decrease said results.

Complied with

39. With regards to variable remuneration, remuneration policies should include the precise technical mechanisms to ensure that such remuneration is related to the professional performance of its beneficiaries and are not merely the result of the general evolution of markets or of the company’s business sector or other similar circumstances.

Complied with

40. The Board of Directors should submit to a vote by the General Meeting of Shareholders, as a different point in the agenda and with consultative effects, a report on the directors’ remuneration policy. Such report should be placed at the disposal of shareholders separately or in any other form deemed appropriate by the Company.

This report will focus especially on the remuneration policy approved by the Board for the year in progress, and when applicable, for future years. It will address all the matters included in Recommendation 35, except those aspects that may involve the disclosure of sensitive commercial information. It will highlight the most significant changes to such policies compared against the policy applied last year to which the General Meeting of Shareholders refers. It will also include an overall summary on how that remuneration

128 CSR AAAR

policy was applied in the preceding year.

The Board should also inform the role played by the Remuneration Committee in the making of remuneration policy and, if external advice has been used, identify the external consultants who provided it.

See section: B.1.16

Complied with

41. The Management’s report should include the individual remuneration of directors during the year and should include the following:

a) Individualised breakdown of remuneration of each director and should include the following:

i) Attendance expenses and other fixed remuneration as director;

ii) Additional payments as chairman or as member of any other Board committees;

iii) Any other remuneration such as participation in benefits or bonuses, and the reason why they were granted;

iv) Contributions in favour of a director for defined contribution pension plans, or the increase of the vested rights of the director with regards to contributions to defined benefit plans;

v) Any other agreed or paid compensation in the event of termination of their duties;

vi) Remuneration received as director of other group companies;

vii) Remuneration for the carrying out senior management duties by executive officers;

viii) Any other remuneration other than the above, irrespective of its nature or entity or group that pays it, especially in respect of related operations or when the failure to disclose it could distort the fair view of the total remuneration received by the Director.

b) The itemised breakdown of the payment in shares, share options or any other securities indexed to the value of the shares, detailing the following:

i) Number of shares or share options in the year and conditions for exercising them;

ii) Number of share options exercised during the year, indicating the number of related shares and the exercise price;

iii) Number of share options to be exercised at the year end, indicating the price, date and the other requirements applied in the year;

iv) Any modification during the year of the terms for exercising the options already given.

c) Information on the relationship, in said preceding year, between the remuneration obtained by the executive directors and the company’s results and other performance measures.

Explain

Legal requirements are met and information is not broken down, out of respect for privacy.

42. When a Managing or Executive Committee exists (hereinafter, referred to as “Executive Committee”) the structure of the different categories of directors who form part of it should be similar to that of the Board itself and its secretary should be the secretary of the Board.

See sections: B.2.1 and B.2.6


Based on its current configuration, the Board of Directors considers more appropriate for knowledge and dedication, not to include independent directors in other committees – as they are not constituted, especially bearing in mind the structure of capital and the Board itself.

43. The Board should at any moment know all the matters tabled and all the resolutions adopted by the Executive Committee, and all the members of the Board should receive a copy of the minutes of the Executive Committee’s meetings.

Complied with

44. The Board of Directors should establish, besides an Audit Committee required by the Securities and Exchange Act, a single Committee, or two separate ones, to handle Appointments and Remuneration.

The rules and working of the Audit Committee and Appointments and Remuneration Committee should be set down in the Board’s Regulations and include the following:

a) The Board should appoint the members of these Committees, taking into account the knowledge, aptitudes and experience of Directors and the tasks of each Committee; it should deliberate on their proposals and reports; and during the first Board meeting in full after their meetings, they should report on their activities and be accountable for the work carried out;

b) Such Committees should be exclusively made up of at least three external directors, without prejudice to the attendance of executive directors or senior managers, when expressly agreed by the members of the Committee.

c) Their presidents should be independent directors.

d) They can seek external advice when necessary for the performance of their duties.

e) Minutes should be taken of their meetings and copies should be sent to all the members of the Board of Directors.



Sections a,b,d and e are fully met while c is partially so.

129 CSR AAAR

45. The oversight of observance of internal codes of conduct and rules of corporate governance is a function of the Audit Committee, the Appointments Committee, and if separate, the Compliance or Corporate Governance Committee.

Complied with

46. The members of the Audit Committee and especially their president should be appointed taking into account knowledge and experience in the subject of accounting, auditing and risk management.

Complied with

47. The listed companies should have an internal audit function which, under the oversight of the Audit Committee, should ensure the proper functioning of the information and internal control systems.

Complied with

48. The person responsible for the internal audit task should submit an annual work plan to the Audit Committee; the Audit Committee should be informed directly of any incidences that occur; and an activities report should be submitted at the end of each year.

Complied with

49. The risk control and management policy should identify at least:

a) The different types of risks (operational, technological, financial, legal, reputational, etc.) that the Company faces, including, amongst the financial or economic risks, contingent liability or off-balance sheet risks;

b) The establishment of a risk level deemed acceptable by the Company;

c) Measures provided to mitigate the impact of the risks identified if they materialise;

d) The information and internal control systems to be used to control and manage said risks including the contingent liability risks or off-balance sheet risks.

See sections:D

Complied with

50. The Audit Committee should be empowered to:

1 With regards to the information and internal control systems:

a) Oversee the process of preparing financial information on the company and its integrity and, as the case may be, in relation to the group, reviewing compliance with legislative requirements, the appropriate limits to the consolidation scope and the proper application of accounting principles.

b) Periodically review of the internal control systems and risk management, to identify, manage and adequately disclose the main risks.

c) Ensure the independence and efficacy of the internal audit function; propose the selection, appointment, re-election and removal of the person in charge of the internal audit service; propose the budget for this service; receive periodical information on its activities; and verify that senior management takes into account the conclusions and recommendations of their reports.

d) Establish and monitor a mechanism allowing employees to report confidentially, and if necessary, anonymously, any major irregularities, especially of a financial or accounting nature that have been detected in the company.

2 With regards to the external auditor:

a) To submit to the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor and the respective terms of engagement.

b) To receive regular information from the external auditor on the audit plan and the results of its execution, and verify that senior management takes its recommendations into account.

c) Guarantee the independence of the external auditor, and to do so:

i) The Company should report to the Spanish Securities and Exchange Commission (CNMV) the change of auditor as relevant event and should attach it to a statement regarding the possible existence of disagreements with the leaving Auditor and, as the case may be, on the contents of said disagreements.

ii) To ensure that the company and the auditor abide by the current rules on the provision of non-auditing services, the limits of concentration of auditing business, and, in general, any other rules established to ensure auditor independence;

iii) in the event of a waiver by the external auditor, examine the circumstances originating it.

d) Should there be a group of companies, ease the way for the group auditor to take on the audits of the companies forming part of the group.

See sections:B.1.35, B.2.2, B.2.3 and D.3

Complied with

51. The Audit Committee should be able to interview any company employee or managers, and have them appear for interview without the presence of any other managers.

Complied with

52. The Audit Committee should report to the Board, prior to the adoption of its relevant resolutions, on the following matters referred to in Recommendation 8:

a) Financial information which, due to being a listed company, must be disclosed publicly and periodically. The Committee should make sure the interim accounts are formulated under the same accounting

130 CSR AAAR

principles as the annual accounts and, to do so, should consider whether it is advisable that the external auditor perform a limited review.

b) The creation or acquisition of interests in special purpose entities or whose registered office is in tax havens and any other similar transaction whose complexity could tarnish the group’s transparency.

c) The related operations, except when the prior reporting function has been assigned to another monitoring and control committee.

See sections: B.2.2 y B.2.3

Complied with

53. The Board of Directors will do its best to present the accounts to the General Meeting of Shareholders without reservations or qualifications in the Audit Report, and, in exceptional cases when there are, the Audit Committee’s Chairman and the auditors should explain clearly to the Shareholders the content and scope of these reservations and qualifications.

See section: B.1.38

Complied with

54. Most of the members of the Appointments Committee – or Appointments and Remuneration Committee, if there is only one - should be independent directors.

See section: B.2.1

Explain

The composition of the Appointments and Remuneration Committee relates to the weight of the groups of directors (4 proprietary and 1 independent).

55. The Appointments Committee’s functions, apart from those indicated under the preceding Recommendations, are as follows:

a) To evaluate the competencies, knowledge and experience necessary of the Board; define, subsequently, the functions and skills necessary the candidates for each vacancy must possess, and evaluate the time and dedication necessary to carry out their tasks successfully.

b) To analyse and organise, in the most appropriate manner, the succession of the chairman and chief executive and, when applicable, to make proposals to the Board, in order for such succession to take place orderly and in a well planned manner.

c) To report on the appointments and removal of senior managers that the chief executive proposes to the Board.

d) To report to the Board on matters of gender equality included in Recommendation 14 of this Code.

See section: B.2.3

Complied with

56. The Appointments Committee should consult with the Company’s Chairman and the Chief Executive, especially in matters regarding executive officers.

And any director may be able to propose that the Appointments Committee consider possible suitable candidates to fill director vacancies.

Complied with

57. The Remunerations Committee should, apart from those indicated under the preceding recommendations, have the following powers:

a) To propose to the Board of Directors the following:

i) The Directors and Senior Managers remuneration policy;

ii) The individual remuneration of executive directors and the rest of their contractual terms and conditions.

iii) The basic terms of senior manager contracts.

b) To ensure that the remuneration policy laid down by the company is met.


Complied with

58. The Remuneration Committee should consult with the Chairman and the Chief Executive of the Company, especially in matters regarding executive officers and senior managers.

Complied with

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G. OTHER USEFUL INFORMATION

If you believe there is a principle or aspect applied by your company which is relevant to good governance practices that has not been addressed in this Report, please, indicate it and explain its content below.

Clarification of Section A.2

- The joint share arranged through an Investment and Shareholders’ Agreement entered into by Trébol Holdings, S.a.r.L. and ACS, Actividades de Construcciones y Servicios, S.A. on 10 August 2010, and its main purpose was to take a significant but minority shareholding in Abertis through the companies Trébol International BV and Admirabilia, S.L.

Trébol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS, Actividades de Construcciones y Servicios, S.A. holds the remaining 40%. However, there are certain restricted matters for which certain resolutions require a qualified majority in order to ensure the agreement of both partners.

In turn, Trébol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (Limited Partnerships), and there is no company that controls the company. CVC Capital Partners has no powers to exercise the voting rights.

- Inversiones Autopistas, S.L. and Vidacaixa, S.A. de Seguros y Reaseguros are owned by Criteria CaixaCorp, S.A.

- Caixa d’Estalvis Unió de Caixes de Manlleu, Sabadell i Terrassa (UNNIM) is considered a significant shareholders for having appointed a director.


Shareholding of the spouse of Salvador Alemany Mas of 8,000 voting rights.

Shareholding of the spouse of Ricardo Fornesa Ribó of 16,979 voting rights


abertis has no evidence of any relevant relationship between significant shareholdings, excluding those that arise from normal trading transactions.


See section C.2.

Clarification of Section B.12

The new organisational structure has been taken into account. Furthermore, Senior Management have received as other benefits, contributions to pension obligations and life insurance and others totalling Euros 330 thousand and Euros 215 thousand.

Clarification of Section B.1.37

Other non-audit work include Euros 106 thousand for the company and Euros 267 thousand for the Group, for legal and tax services rendered by PwC.

Clarification of Section B. 1.40

Mr. Florentino Pérez Rodríguez holds 12.52% of ACS, Actividades de Construcciones y Servicios, S.A. through Inversiones Vesan, S.A.

Inversiones Vesan, S.A. is a holding company of Mr. Florentino Pérez Rodríguez through his 100% holding in Rosan Inversiones, S.L. and is the above-mentioned 12.52% shareholder of ACS, Actividades de Construcciones y Servicios, S.A.

Shareholding of spouse and children of Marcelino Vidal in Telefónica is 0.000%.

ADDITIONAL INFORMATION TO SECTION C.2

We set out below the transactions with other related entities:

Between Áurea Fontana, S.L. and Abertis Infraestructuras, S.A. the following relevant transaction has taken place:

- Euros 15,613 thousand, nature of the operation: Shareholding; type of operation: dividends distributed.

Between Villa Áurea, S.L. and Abertis Infraestructuras, S.A. the following relevant transaction has taken place:

-Euros 9,450 thousand; nature of operation: Shareholding; and type of operation: dividends distributed.

Between Unicaja and Abertis Infraestructuras, S.A. the following relevant transactions have taken place:

-Euros 40,008 thousand; nature of operation: Contractual; type of operation: syndicated loans (limit 40,008)

-Euros 1,333 thousand; nature of the operation: Contractual; type of operation: financial expenses accrued.

-Euros 50,000 thousand; nature of the operation: Contractual; type of operation: Loans (limit 50,000).

-Euros 0 thousand, nature of the operation: Contractual; type of operation: Guarantees (limit 12,000).

-Euros 3,000 thousand; nature of the operation: Contractual; type of operation: Credit (limit 10,000).

Between Dragados, S.A. and Autopistas Aumar, S.A.C.E. the following relevant transactions have taken place:

-Euros 2,989 thousand; nature of operation: Commercial; type of operation: purchases of fixed assets.

-Euros 1,599 thousand; nature of the operation: Contractual; type of operation: Certificates of completion.

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Between Talher, S.A. and Autopistas Aumar, S.A.C.E. the following relevant transaction has taken place:

-Euros 3,606 thousand; nature of operation: Commercial; type of operation: services received.

Between Unicaja and Autopistas Concesionaria Española, S.A. the following relevant transaction has taken place:

-Euros 4,072 thousand; nature of operation: Contractual; type of operation: Guarantees (limit 12,000).

Between Dragados, S.A. and Autopistas Concesionaria Española, S.A. the following relevant transaction has taken place:

-Euros 42,084 thousand; nature of operation: Commercial; type of operation: Purchase of fixed assets.

Between Unicaja and Autopistes de Catalunya, Societat Anònima Concessionarària de la Generalitat de Catalunya, the following relevant transaction has taken place:

-Euros 0 thousand; nature of operation: Commercial; type of operation: Guarantees (limit 12,000).

Between Dragados, S.A. and Iberpistas, S.A. Concesionaria del Estado the following relevant transaction has taken place:

-Euros 6,847 thousand; nature of operation: Contractual; type of operation: Purchase of fixed assets.

Between UTE Túnel VC and Castellana de Autopistas, S.A.C.E. the following relevant transaction has taken place:

-Euros 1,000 thousand; nature of operation: Contractual; type of operation: Guarantees (limit 1,000). The entire amount awarded has already been certified.

Between UTE (Dragados y Acsa-Agbar) and Castellana de Autopistas, S.A.C.E. the following relevant transaction has taken place:


Between CaixaRenting S.A.U. and Retevisión I, S.A.U. the following relevant transaction has taken place:

-Euros 1,772 thousand; nature of operation: Contractual; type of operation: Services received.

Between Unicaja and Saba Aparcamientos, S.A. the following relevant transaction has taken place:

-Euros 0 thousand; nature of operation: Contractual; type of operation: Guarantees (limit 12,000).

Between Semicro, S.A. and Serviabertis, S.L. the following relevant transaction has taken place:

-Euros 1,284 thousand; nature of operation: Commercial; type of operation: Services received.

Between Unicaja and Abertis Logística, S.A. the following relevant transaction has taken place:


Between Unicaja and Sevisur Logística, S.A. the following relevant transactions have taken place:

-Euros 70 thousand; nature of operation: Contractual; type of operation: Credit (limit 1,500).

-Euros 12,064 thousand; nature of operation: Contractual; type of operation: Syndicated loans (limit 15,500).

Between Unicaja and Tradia Telecom, S.L. the following relevant transaction has taken place:


Hispasat, S.A. is a 42.06% investee company. The aggregates presented relate to the shareholding of abertis.

Adesal Telecom, S.L. is a jointly controlled (51%) investee company. The aggregates presented relate to the shareholding of abertis.

Araba Logística, S.A. is a jointly controlled (43.98%) investee company. The aggregates presented relate to the shareholding of abertis.

Parc Logistic de la Zona Franca, S.A. is a jointly controlled (50%) investee company. The aggregates presented relate to the shareholding of abertis.

Autopistes de Catalunya, Societat Anònima Concessionària de la Generalitat de Catalunya (ACESA), in January 2010 the interest rate and exchange rate hedge with La Caixa of Euros 60,101 matured.

CLARIFICATION TO SECTION C.3

The information on the remuneration of the Board of Directors and Senior Management is set out in notes B.1.11 and B.1.12, respectively.


Autopista Vasco Aragonesa Concesionaria Española, S.A. Unipersonal, fully controlled by Abertis, issued fixed income securities, specifically a bond issue, maturing in 2015, which is traded on official stock exchanges in Spain.

133 CSR AAAR

ADDITIONAL INFORMATION in the attached appendix is annexed to the report on functions and activities of the Audit and Control Committee (2010).

This section may also include any other information, clarification or nuance related to the preceding sections of the report, to the extent that they are relevant and not repetitive.

Specifically, please indicate whether the company is subject to legislation other than Spanish law in areas of corporate governance, and, as the case may be, include any information that must be provided other than that required under this report.

Mandatory definition of independent director:

Indicate whether any of the directors has now or in the past had a relationship with the company, its significant shareholders or directors, which, if sufficiently important or significant, would have barred the director from classification as independent in accordance with the definition under section 5 of the Unified Code of Good Governance:

5 NO

This annual corporate governance report was adopted by the Board of Directors on

22/02/2011.

Indicate whether directors have voted against the adoption of this report or whether they have spoiled their ballot.

5 NO

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APPENDIX TO THE ANNUAL CORPORATE GOVERNANCE REPORT

REPORT ON THE FUNCTIONS AND ACTIVITIES OF THE AUDIT AND CONTROL COMMITTEE (2010)

Audit and Control Committee Report

This present report was submitted by the Audit and Control Committee to the Board of Directors of Abertis Infraestructuras, S.A. (abertis) and was approved on 22 February 2011.

COMPOSITION, DUTIES AND FUNCTIONING

The Audit and Control Committee was created by the Board of Directors on 14 April 2002.

The aspects related to its composition, powers and rules have been modified in order to comply with the obligations and recommendations made after its creation.

a) Composition

This Committee is an internal body of the Board of Directors and therefore, it is made up of Company directors. The majority of its members shall be external directors (with no executive functions) appointed by the Board of Directors. Its president shall be elected from amongst such external directors and be renewed every four years. One year after stepping down, the president may be re-elected. Under these requirements, the Committee strengthens and guarantees the independence of its opinions and representations.

The directors that were members of the Committee during the year 2010 were:

Office Members Date of appointment Nature

Chairman Ernesto Mata López 23/06/03Independent external

member

Member Marcelino Armenter Vidal 26/05/09Non-independent

(proprietary) external member

Member Emilio García Gallego 01/04/08Independent external

member

Secretary Marta Casas Caba 27/11/07 Non-member Secretary

b) Duties

Pursuant to section 22 of abertis’s Articles of Association and section 13 of the Board of Directors’ Regulations, the basic duties of the Audit and Control Committee are as follows:

a) To be knowledgeable about the company’s financial reporting and internal control processes.

b) To propose the appointment of the auditor, the terms of the audit engagement, the scope of his professional mandate and, when applicable, revocation or non renewal.

c) To report to the Shareholders’ Meeting on the questions posed there by the shareholders on areas in the remit of the Committee.

d) To review the Company’s accounts and to monitor compliance with the legal requirements and the proper application of generally accepted accounting principles, as well as report on the proposals for the modification of accounting principles and criteria suggested by the Board.

e) To be the channel of communication between the Board of Directors and the Auditors, to evaluate the results of each audit and the responses of the management team to its recommendations, and to mediate whenever there are discrepancies between the Auditors and management with regards to the applicable principles and criteria in the preparation of financial statements.

f) To oversee the internal audit services, verifying their adequacy and integrity and reviewing the appointment and substitution of those responsible for it.

g) To oversee the performance of the audit engagement, ensuring that the opinion of the annual accounts and the main contents of the audit report re drafted clearly and precisely.

h) The relationships with the external auditors in order to receive information on those issues that may put their independence at risk and any other issues related to the audit, as well as any notifications provided under account auditing legislation and technical standards on auditing.

i) To consider the suggestions made by the Chairman of the Board of Directors, the Board members, the managers or the shareholders of the company.

c) Functioning

The basic principles of action and the system of internal functioning of the Committee are regulated by the Regulations of the Board of Directors.

The Committee is a body of an informational and consultative nature, without executive functions and with powers to inform, advice and propose within its sphere of action.

The Audit and Control Committee shall meet as often as necessary to undertake its functions and shall be convened by the President of the Committee at his discretion, or at the request of the Chairman of the Board of Directors or two members of the Committee.

Any member of the management team or employee of the company can be obligated to attend the Committee’s meetings and to collaborate by providing the information at their disposal when asked to do so. The Committee may also request the presence of the Company’s auditors at its meetings.

The Audit and Control Committee shall be validly constituted when the majority of members, present or represented, attend. Its decisions shall be adopted by the majority of the persons attending present or represented.

Where applicable, and by default, the functioning rules of the Board of Directors shall apply.

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ACTIVITIES

During year 2010, the Audit and Control Committee has held 5 meetings and has adopted on occasion written resolutions without in-person meetings. The activities carried out are indicated below:

a) Revision of economic and financial information

Annual Accounts

• During February 2010, the Audit and Control Committee read and reported positively on the annual accounts and the individual and consolidated management reports of abertis for year 2009, before their submission to the Board of Directors for formulation.

• Likewise, it was aware of the conclusions of the report by PricewaterhouseCoopers, the external auditor of the 2009 accounts and in October 2010 the planning of the review of the 2010 accounts.

Intermediate financial statements

• In July 2010 the Audit and Control Committee read the interim financial statements and reported them favourably to the Board of Directors, before their approval.

• In July 2010 the external auditor presented the conclusions of their limited review on the interim financial statements.

Quarterly economic and financial information

• The Audit and Control Committee reviewed the periodical public information that the Company submits to the CNMV after completion of the preliminary review by General Financial and Corporate Resources Management and Management of Control of Corporate Management and Administration of abertis, having verified that it has been presented in accordance with the same accounting and consolidation principles as those used in the preparation of the annual accounts.

Other information: dividends

• On 13 October 2010, in order to distribute dividends and prior to presentation to the Board of Directors, the Committee reviewed the evidence showing the existence of profit allowing the distribution of interim dividends and the forecast liquidity accounting statements on which such distribution was justified.

Internal control system of financial information (ICSFI)

• The Committee became knowledgeable about the new obligations for the internal control system of financial reporting. Furthermore, it has ascertained the conclusions of the internal self-diagnosis carried out in order to determine the degree of compliance and the actions foreseen.

b) Relationship with accounts auditors

Appointment of auditor

The functions of the Audit and Control Committee are, amongst others, guiding and proposing to the Board of Directors the appointment of an Auditor and protecting their independence.

The Committee decides on the auditor selection criteria in order to achieve the maximum unification of Group criteria, cost optimization and the generation of possible synergies in the audit process. All external auditor engagements are subject to this process, both in the parent company and in the companies in which abertis holds a majority stake.

In April 2010, a proposal was made to the Board of Directors (to be submitted to the General Meeting of Shareholders) to renew the appointment of PricewaterhouseCoopers as abertis’s auditors for 2010. This proposal was made as part of the selection processes that the Committee carries out periodically from amongst the major auditing firms.

Fees

• At its meeting of 23 February 2010, all the fees of auditing firms (main auditor and other auditors) were submitted to the Audit and Control Committee, including the fees for other professional services provided to abertis and its Group. Of special note is the fact that said professional services rendered in year 2009 are not in conflict with the auditing activities, under the rules of incompatibility of the Spanish Financial Act.

• At its meeting of 30 November 2010, the audit fee proposals for the annual accounts for all the companies controlled by the abertis group for year 2010 were submitted to the Audit and Control Committee for approval, and were in line with the results of the selection process carried out in the first half of the year.

Independence

• The Audit and Control Committee has verified that there are not objective reasons to question the independence of the auditor, by obtaining independence letters and a review of their fees (verifying the percentage of the fees for other work carried out in relation to the total fees incurred).

• Furthermore, the Audit and Control Committee, in order to comply with The Securities Exchange Act, Law 24/1988/28 July, has issued a report on the independence of the accounts auditors.

c) Follow up of evolution of accounting standards

The Audit and Control Committee has been informed of the evolution of the standards and actions that have occurred regarding accounting matters (evolution of IFRS affecting the Group, sectorial adaptation to the Chart of Accounts by concessionaire companies in Spain, etc.), financial reporting (internal control system for financial reporting) and the criminal liability of legal persons. Furthermore, it has gained knowledge on matters under the Securities Exchange Act, Law 24/1998 related to the Audit Committee (composition and powers).

136 CSR AAAR

d) Internal audit supervision

The Audit and Control Committee has among its remits the oversight of internal risk evaluation and control of abertis group. This function is mainly undertaken through Internal Audit activities.

Functions

The most relevant functions of the Internal Audit are:

• To assess whether the established systems guarantee the policies, plans, procedures, rules and regulations compliance, and to establish whether they are being applied correctly.

• To establish mechanisms to identify and carry out a follow-up of the inherent risks to the various key businesses and processes in the diverse business and support areas through the permanent evaluation of the controls set up to mitigate risks.

• To guarantee the reliability and integrity of the financial and operating information and the means used to prepare it. To guarantee, through information systems audits and the permanent evaluation of procedures, the appropriateness, usefulness, efficiency, reliability and safeguarding of information and information systems.

• To collaborate with external auditors in order to align their tasks with Internal Audit objectives.

• To report to the Management Team, the Chief Executive Officer and the Audit and Control Committee any anomalies or irregularities found, as well as any respective remedial actions proposed.

• To assist the members of the organisation by providing them with analysis, recommendations, advice and information regarding the reviewed activities.

Activities

Amongst the activities carried out by Internal Audit in year 2010 and supervised by the Audit and Control Committee, we can highlight the following:

Risk map

Revision of the Group risk maps (both consolidated and individual for the different business units/corporation), and the preparation of defined actions plans for managing these risk.

Reviews

• Reviews included in the 2010 Audit Plan, as well as other reviews begun at management’s behest or at the behest of the Internal Audit department.

• Periodical, systematic follow-up of the recommendations proposed in the reviews.

2011 Audit Plan

The Audit and Control Committee meeting on 30 November 2010 adopted the Internal Audit Plan for 2010 prepared on the basis of the criteria defined which take into account, amongst others, the level of risk and materiality.

Budget for Internal Audit

The Audit and Control Committee meeting on 30 November 2010 adopted the budget for Internal Audit for 2011.

e) Evaluation of the Audit and Control Committee

In order to comply with the recommendation of the Unified Code (the Conthe Code) to evaluate the functioning of the Audit and Control Committee, the Committee itself prepared a self-evaluation report of its activities, which it qualified as satisfactory.


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individual annual accounts 10

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Annual Accounts and Directors’ Report

Year Ended 31 December 2010

INDEX

Balance sheets at 31 December 140Income statements 141Statements of changes recognised in net equity 142Cash flow statements 143 Notes to the 2010 annual accounts: 1441. General information 1442. Basis of presentation 1443. Proposed distribution of results 1454. Accounting policies 1455. Management of financial risk 1496. Intangible assets 1507. Property, plant and equipment 1518. Equity investments in Group companies and associates 1519. Long and short-term investments 15210. Derivative financial instruments 15311. Trade and other receivables 15512. Cash and cash equivalents 15513. Shareholdersí equity 15514. Short and long-term debts payable 15715. Obligations for employee benefits 15916. Other provisions 16217. Corporate income tax and tax situation 16218. Income and expenses 16419. Contingencies and commitments 16620. Operations with related parties 16621. Environment 17622. Subsequent events 17623. Other information 176Appendix: Direct and indirect shareholdings 177

Management Report for 2010 1881. Disclosures on compliance with the provisions of article 262 of the SpanishCorporate Enterprises Act 1882. Disclosures on compliance with the provisions of article 116 b of the Securities Exchange Act 1893. Annual corporate governance report 193

140 CSR AAAR

Balance Sheets at 31 December (thousand Euros)

Notes 2010 2009

ASSETS

NON CURRENT ASSETS

Intangible assets 6 308,771 308,754

Studies and projects 45 54

Goodwill 308,700 308,700

Computer software 26 0

Property, plant and equipment 7 10,617 11,691

Land and buildings 9,441 10,062

Plant and other property, plant and equipment 1,176 1,629

Long-term investments in Group companies and associates 8 9,739,010 9,539,569

Equity instruments 5,077,800 4,951,581

Loans to companies 20.c 4,661,210 4,587,988

Long-term financial investments 132,384 178,765

Equity instruments 9 0 461

Derivatives 10 131,935 176,513

Other financial assets 9 449 1,791

Deferred tax assets 17 26,338 27,579

TOTAL NON CURRENT ASSETS 10,217,120 10,066,358

CURRENT ASSETS

Trade and other receivables 11 6,104 3,622

Trade receivables with Group companies and associates 20.c 4,737 1,688

Sundry receivables 1,128 1,801

Staff 11 20

Other tax refundable 228 113

Short-term investments in Group companies and associates 8 437,144 468,961

Loans to companies 20.c 437,144 468,398

Other financial assets 20.c 0 563

Short-term investments 9 2,004 10,117

Derivatives 109 0

Other financial assets 1,895 10,117

Short-term prepayments 113 1,172

Cash and cash equivalents 12 1,045 1,440

TOTAL CURRENT ASSETS 446,410 485,312

TOTAL ASSETS 10,663,530 10,551,670

Balance Sheets at 31 December (thousand Euros)

Notes 2010 2009

NET EQUITY AND LIABILITIES

NET EQUITY

Capital and reserves 13 3,862,784 3,684,733

Capital 2,217,113 2,111,537

Share premium 417,733 523,309

Reserves 1,117,799 970,827

(Treasury shares) (258,996) (261,113)


(Interim dividend) (221,711) (211,154)

Value adjustments (38,012) (31,049)

Hedging operations 10 (38,012) (31,049)

TOTAL NET EQUITY 3,824,772 3,653,684

NON-CURRENT LIABILITIES

Long-term provisions 43,237 41,495

Post-employment obligations 15 509 2,190

Other provisions 16 42,728 39,305

Long-term debts 5,832,115 5,461,575

Bonds and other negotiable securities 14 3,566,677 3,538,562

Bank loans 14 2,005,933 1,760,000

Derivatives 10 259,458 162,966

Other financial liabilities 14 47 47

Long-term debts with Group companies and associates 20.c 408,132 510,233

Deferred tax liabilities 17 54,913 45,230

TOTAL NON-CURRENT LIABILITIES 6,338,397 6,058,533

CURRENT LIABILITIES

Short-term debts 14 180,341 515,083

Bonds and other negotiable securities 84,356 348,129

Bank loans 94,791 165,821

Derivatives 10 1,194 1,133

Short-term debts with Group companies and associates 20.c 291,554 282,814

Trade and other payables 28,466 41,556

Sundry payables 5,763 5,215

Outstanding wages and salaries 4,011 1,913

Current Income tax liabilities 16,375 31,527

Other tax payable 780 916

Other debts 1,537 1,985

TOTAL CURRENT LIABILITIES 500,361 839,453

TOTAL NET EQUITY AND LIABILITIES 10,663,530 10,551,670

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Income Statements for the Years Ended 31 December (thousand Euros)

Notes 2010 2009

Net turnover 18.a 714,706 643,726

Services rendered 26,380 26,741

Income from shareholdings in equity of Group companies and associates

20.c 688,326 616,985

Other operating income 656 1,546

Other income 656 1,546

Staff costs 18.b (27,039) (25,895)

Wages, salaries and the like (22,474) (22,215)

Social welfare expenses (4,657) (4,103)

Provisions 92 423

Other operating expenses (37,209) (33,467)

External services (37,100) (32,788)

Local taxes (109) (86)

Loss, impairment and variation in trade provisions 0 (593)

Amortisation and depreciation (442) (501)

Impairment and results of sales of fixed assets 18.c 1,963 2,765

Results of disposals and others 1,963 2,765

NET OPERATING INCOME 652,635 588,174

Financial income 18.d 174,524 185,556

Negotiable securities and other financial instruments 174,524 185,556

In Group companies and associates 20.c 153,088 164,035

In third parties 21,436 21,521

Financial expenses 18.d (270,523) (254,355)

Amounts owing to Group companies and associates 20.c (18,251) (21,161)

Amounts owing to third parties (252,272) (233,194)

Variation in fair value of financial instruments 18.d (7,339) 1,981

Controlling shareholdings and others (7,339) 1,981

Exchange differences 18.d 696 926

NET FINANCIAL INCOME (EXPENSE) (102,642) (65,892)

PROFIT BEFORE TAX 549,993 522,282

Corporate Income tax 17 40,853 29,045

NET INCOME FOR THE YEAR 590,846 551,327

Statements of Changes in Net Equity for the Years Ended 31 December (thousand Euros)

A) STATEMENT OF INCOME AND EXPENSES RECOGNISED IN NET EQUITY

Notes 2010 2009

Net income recorded in the income statement 590,846 551,327

Income and expenses recorded directly in net equity (23,182) (34,468)

For cash flow hedges 10 (47,203) (51,511)

For actuarial gains and losses and other adjustments 13,035 1,492

Tax effect 10,986 15,551

Releases to the income statement 26,079 17,311

Cash flow hedges 10 37,256 24,730

Tax effect (11,177) (7,419)

TOTAL RECOGNISED INCOME AND EXPENSES 593,743 534,170

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Statements of Changes in Net Equity for the Years Ended 31 December (thousand Euros)

B) STATEMENT OF CHANGES IN NET EQUITY

Authorised capital

Share premium Reserves(Treasury shares)

Profit (loss) brought forward


(Interim dividend)

Value adjustments

TOTAL

2008 CLOSING BALANCE 2,010,987 579,690 889,932 (262,607) 0 518,065 (201,099) (12,302) 3,522,666

Total recognised income and expenses 1,590 551,327 (18,747) 534,170

Opertions wiht shareholders or owners

- Capital increases 100,550 (56,381) (44,169) 0

- Distribution of dividends (201,099) (211,154) (412,253)

- Operations with treasury shares (net) 1,494 1,494

Other variations in net equity 123,474 201,099 (518,065) 201,099 7,607

2009 CLOSING BALANCE 2,111,537 523,309 970,827 (261,113) 0 551,327 (211,154) (31,049) 3,653,684

Authorised capital

Share premium Reserves(Treasury shares)

Profit (loss) brought forward


(Interim dividend)

Value adjustments

TOTAL

2009 CLOSING BALANCE 2,111,537 523,309 970,827 (261,113) 0 551,327 (211,154) (31,049) 3,653,684

Total recognised income and expenses 9,860 590,846 (6,963) 593,743

Opertions wiht shareholders or owners

- Capital increases 105,576 (105,576) 0

- Distribution of dividends (211,154) (221,711) (432,865)

- Operations with treasury shares (net) 2,117 2,117

Other variations in net equity 137,112 211,154 (551,327) 211,154 8,093

2010 CLOSING BALANCE 2,217,113 417,733 1,117,799 (258,996) 0 590,846 (221,711) (38,012) 3,824,772

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Cash Flow Statements for the Years Ended 31 December (thousand Euros)

Notes 2010 2009

CASH FLOWS FROM OPERATING ACTIVITIES 510,073 561,675

Net income for the year before tax 549,993 522,282

Adjustments to net income:

Amortisation and depreciation 6/7 442 501

Value adjustments for impairment 18.c - 593

Disposals of fixed assets (1,963) (2,765)

Financial income 18.c (174,524) (185,556)

Financial expense 270,523 254,355

Exchange differences (696) (926)

Variation in fair value of financial instruments 7,339 (1,981)

Changes in working capital:

Trade and other receivables 18.d (2,482) 5,811

Other current assets 789 8,561

Trade and other payables (6,107) 37,097

Other current liabilities 5,624 701

Other non current assets and liabilities 1,010 -

Other cash flows from operating activities:

Interest paid (256,025) (260,367)

Interest received 20.c 175,110 189,083

Corporate income tax payments (receipts) (73,358) (8,329)

Other payments (receipts) 14,398 2,615

CASH FLOW FROM INVESTING ACTIVITIES (103,025) (410,883)

Payments

Group companies and associates 8 (92,346) (5,587)

Intangible assets 6 (26) -

Property, plant and equipment 7 - (513)

Other financial assets 20.c - (685,000)

Other assets - 319

Receipts from divestments

Group companies and associates 8 (21,615) 220,771

Property, plant and equipment 7 2,604 3,041

Other financial assets 20.c 8,358 56,086

Cash Flow Statements for the Years Ended 31 December (thousand Euros)

Notes 2010 2009

CASH FLOWS FROM FINANCING ACTIVITIES (408,139) (168,788)

Receipts and payments for equity instruments:

Acquisition of company equity instruments 13.a (6) -

Disposal of company equity instruments 13.a 1,688 918

Receipts and payments for financial liability instruments:

Issue

Bonds and other negotiable securities 54,728 1,228,458

Bank loans 550,727 809,261

Debts with Group companies and associates 20.c 68,185 19,181

Redemption and repayment of

Bonds and other negotiable securities (20,000) (712,300)

Bank loans (634,013) (1,165,000)

Debts with Group companies and associates 3,417 62,966

Other debts 20.c - (20)

Dividend payments and remunerations from other equity instruments:

Dividends 13.b (432,865) (412,252)

Effect of the variations in exchange rates 696 926

INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS, NET (395) (17,070)

Cash and cash equivalents at the beginning of the year 12 1,440 18,510

Cash and cash equivalents at the year end 12 1,045 1,440

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NOTES TO THE ANNUAL ACCOUNTS FOR THE YEAR 2010

1. GENERAL INFORMATION

Abertis Infraestructuras, S.A. (hereinafter abertis or the Company) was incorporated in Barcelona on 24 February 1967. The Company’s registered office is in Avenida del Parc Logistic nº 12-20 (Barcelona). On 30 May 2003 the Company’s name was changed from Acesa Infraestructuras, S.A. to its current name.

abertis is the parent company of a group of companies mainly engaged in the management of mobility and communications infrastructures operating in five sectors: motorway concessions, telecommunications, airports, car parks and logistics facilities.

Its business purposes include the construction, maintenance and operation of motorways under concession; the management of motorway concessions in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of motorways, including service stations, integrated logistics and/or transport centres and/or car parks, as well as any other activity related to transport infrastructures and communications and/or telecommunications for the mobility and transport of people, goods and information, under the necessary authorisation, as the case may be.

The Company can undertake its business purposes, especially its concessionary activity, directly or indirectly through its shareholding in other companies, subject, in this respect, to the legal provisions in force at any time.

The aggregates contained in all the financial statements that form part of the annual accounts (balance sheet, income statement, statement of changes in net equity, cash flow statement) and the notes to the annual accounts are expressed in thousand Euros, which is the Company’s presentation and functional currency.

2. BASIS OF PRESENTATION

a) Fair view

These annual accounts have been prepared on the basis of the accounting records of the Company and are presented in accordance with current company law in force and the standards set down in the General Chart of Accounts (GCA) adopted under Royal Decree 1514/2007 (hereon 2007 GCA) and the amendments made to it by Royal Decree 1159/2010. They have been formulated by the directors of the Company in order express fairly the equity, financial position, results of its operations, changes in equity and cash flows, in accordance with the current legislation in force mentioned above.

The consolidated annual accounts of the abertis group for the year 2010 are presented separately from these individual annual accounts. The consolidated annual accounts were formulated by the Directors of the Company on 22 February 2011.

The main aggregates of these consolidated annual accounts for the year 2010, which have been prepared in accordance with the provisions of the Eleventh Final Provision of Law 62/2003/30 December, under International Financial Reporting Standards adopted by the European Union, and are as follows:

2010

Total assets 25,292,179

Net equity (of the parent company) 4,020,482

Net equity (of minority interests) 1,433,000

Income from consolidated operations 4,105,862

Results for the year attributed to the parent Company – Profit 661,615

Results for the year attributed to minority interests – Profit 81,734

b) Critical aspects of evaluations and estimates of uncertainty

The preparation of the annual accounts under 2007 GCA requires that Company Management make certain accounting estimates and judgements. These are evaluated continuously and are based on historical experience and other factors, including expectations of future success, which have been considered reasonable in accordance with the circumstances.

Although the estimates used have been made based on the best information available at the date of formulation of these annual accounts, any modification in the future to these estimates would be applicable prospectively as from that time, and the effect of the change in the estimates would be recognised in the income statement for the year in question.

The main estimates and judgements considered in preparing the consolidated annual accounts are the following:

• Estimated loss for impairment of goodwill and other assets (see Notes 4.1 and 6) and other assets.

• Recoverable value of investments in Group companies and associates (see Notes 4.4 and 8).

• Fair value of derivatives and other financial instruments (see Notes 4.5 and 10).

• Useful lives of intangible assets and property, plant and equipment (see Notes 4.1 and 4.2).

• Actuarial assumptions used in determining the liabilities for post-employment liabilities (see Notes 4.9 and 15).

• Deferred tax (see Notes 4.8 and 17).

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c) Other matters

The distinction presented in the consolidated balance sheet between “current” and “non-current” entries has been made on the basis of whether the assets and liabilities fall due within one year or more.

The annual accounts of the Company will be presented to the Shareholders’ General Meeting in due time. The Directors of the Company expect these accounts to be approved without significant changes.

d) Comparability

Under Temporary Provision Five of Royal Decree 1159/2010, and given that the changes made under said Royal Decree do not apply to the Company, their existence does not affect either the comparabilty or the uniformity of these accounts.

3. PROPOSED DISTRIBUTION OF RESULTS

The following distribution of 2010 results will be submitted to the Shareholders’ Meeting for approval:

Basis of distribution Amount

Profit and loss 590,846

Distribution

Dividends 443,422

Goodwill reserve (see Note 13.b) 15,435

Voluntary reserves 131,989

590,846

In the event that the Company holds shares without dividend rights on the date for distribution of dividends, the corresponding amount due will be transferred to the voluntary reserve.

During 2010 an interim dividend of Euros 221,711 thousand was paid. This interim dividend represented a gross amount of Euros 0.30 gross per share on all issued shares.

In accordance with the requirements of article 277 of the Spanish Corporate Enterprises Act, we set out below a projected accounting statement showing that the Company has had sufficient profit for the period to permit the distribution of the interim dividend, as well as the liquidity statement establishing that there is sufficient cash to make the interim dividend payment as indicated:

Amount

Net profit from period 1 January to 31 August 2010: 272,432

Less:

Goodwill reserve (15,435)

Maximum amount available for distribution 256,997

Amount proposed and distributed 221,711

Cash funds available prior to payment (*) 1,378,413

Gross interim dividend (221,711)

Cash funds after payment 1,156,702

(*) Includes the undrawn credit facilities with financial institutions

4. ACCOUNTING POLICIES

4.1 Intangible assets

The intangible assets indicated below are recorded at acquisition cost less the accumulated amortisation and any loss due to impairment, useful life being evaluated on the basis of a prudent estimate.

The net carrying value of intangible assets is reviewed for possible impairment when certain events or changes indicate that their net carrying value may not be recoverable.

a) Goodwill

Goodwill represents the surplus of the business combination acquisition cost over the fair or market value of the identifiable net assets of the company acquired at acquisition date. Consequently, goodwill is only recognised when it has been acquired for consideration and relates to future economic profits from assets that have not been identified individual and recognised separately.

Goodwill recognised separately is not depreciated and is subjected to an impairment test, to determine whether its value has declined to a level below the carrying value, and, as the case may be, the impairment is recorded in the income statement for the year (see Note 4.3). For the purposes of this evaluation of the possible impairment losses, goodwill is assigned to its respective cash generating unit (CGU). In any case, the impairment losses related to the goodwill cannot be reversed in the future.

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b) Computer software

Refers principally to the amounts paid for access to ownership or for the right to use computer programs, only when usage is expected to cover several years.

The computer applications are stated at their acquisition cost and amortised at a rate of 33% annually. Maintenance expenses on these computer applications are charged to the income statement in the year in which they are incurred.

4.2 Property, plant and equipment

Property, plant and equipment are accounted for at cost of acquisition less depreciation and the accumulated amount of any loss in value.

Personnel costs and other expenses, as well as net financing costs directly related to property, plant and equipment, are capitalised as part of the investment until brought into use.

Costs of refurbishment, extension or improvement of property, plant and equipment are capitalised only when they increase the capacity, productivity or extend the useful life of the asset, provided that it is possible to know or estimate the net carrying value of the assets which are written off when replaced.

The costs of major overhauls are capitalised and amortised over their estimated useful lives, while recurrent maintenance expenses are charged to the income statement in the year in which they are incurred.

The depreciation of property, plant and equipment, except for land, which is not depreciated, is calculated on a straight line basis using the estimated useful life of the assets, taking into consideration wear and tear derived from normal use.

The depreciation rates used to calculate the impairment of property, plant and equipment are as follows:

Rate (%)

Buildings and other constructions 2 – 8

Machinery and vehicles 6 – 30

Other installations 7 – 20

Furniture 5 – 10

Computer equipment 12 – 25

Other property, plant and equipment 17

When the net carrying value of an asset exceeds its estimated recoverable value, said value is immediately reduced to its recoverable value, and the effect is taken to the income statement for the year (see Note 4.3).

4.3 Impairment loss on non-financial assets

The Company evaluates, at each balance sheet date, whether there is any indication of impairment in the value of any asset. Should such an indication exist, or when an annual impairment test is required (in the case of assets with an indefinite useful life, such as goodwill), the Company estimates the recoverable value of the assets, which is the greater of the fair value of an asset minus cost of sale and its value in use.

In order to determine the value in use of an asset, the future cash inflow that the asset is expected to generate is discounted from its net present value using an interest rate that reflects the current value of money at long-term rates and the specific risks of the assets (risk premium).

In the event that the asset analysed does not generate cash flow independently of other assets (as is the case for goodwill), the fair value or value in use of the cash generating unit that includes the asset (smallest identifiable group of assets separated from other assets or groups of assets) is estimated. If there are impairment losses in a cash generating unit, the book value of the goodwill assigned, if any, will be reduced, followed by a proportional reduction of the book value of the other assets in relation to the unit.

Losses for impairment (surplus of the asset’s book value over the recoverable value) are recognised in the income statement for the year.

With the exception of goodwill, where impairment losses are irreversible, if the Company has recognised losses for impairment of assets at the end of each financial year, an evaluation will be made to determine whether the indications of impairment have disappeared or lessened, and the recoverable value of the impaired asset, if applicable, will be estimated.

A loss due to impairment recognised in prior years will only be reversed if there is a change in the estimates used to determine the recoverable value of the asset as from the time the last loss due to impairment was recognised. If this is the case, the book value of the asset would increase to its recoverable value, which cannot exceed the book value that would have been recorded, net of amortisation, had the impairment loss on the asset in prior years not been recorded. This reversal would be recorded in the income statement for the year.

4.4 Financial assets

a) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not listed on a stock exchange. They are included in current assets, except when they mature in more than 12 months as from the balance sheet date on which they are classified as non-current assets.

This account mainly relates to:

• Loans granted to group entities, associates or related entities which are valued at amortised cost using the effective interest method.

• Deposits and guarantee deposits recorded at their nominal value, which does not differ significantly from fair value.

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• Trade accounts receivable, which are stated at their nominal value, which is similar to initial fair value. Said value is reduced, if necessary, by the corresponding provision for bad debts (loss for impairment of asset) whenever there is objective evidence that the amount owed will not be partially or fully collected, charged against the income statement for the year.

At the year end, the necessary value adjustments for impairment are made if there is objective evidence that the total receivable will not be paid.

b) Investments in the equity of Group companies, multigroup companies and associates

They are stated at cost less, as the case may be, the accumulated amount of the impairment provisions and adjusted, if a net foreign investment hedge is designated, by the part of the hedge that meets the criteria for qualifying as an effective hedge. However, when there is an investment prior to its classification as a Group and jointly-controlled company or associate, the cost of the investment is its fair value before being qualified as such. The preceding value adjustments recorded directly in net equity are maintained until the asset is written off.

If there is objective evidence that the carrying value is not recoverable, the necessary value adjustments are made for the difference between the carrying value and the recoverable value, the latter being understood as the greater of its fair value minus the cost of sale and the current value of the cash flows generated by the investment. Unless there is better evidence of the recoverable amount, the estimate of the impairment of the investment takes into account the net equity of the investee company adjusted by the tacit capital gains at the valuation date. The value adjustment, and, as the case may be, its reversal, are recorded in the income statement in the year in which this takes place.

The financial assets are written off the balance sheet when all the risks and rewards inherent in the ownership of the asset are substantially transferred. In the specific case of receivables, it is understood that this takes place in general when the risk of insolvency and late payment have been transferred.

The assets that are designated as hedges are subject to the valuation requirements of hedge accounting (see Note 4.5).

4.5 Financial derivatives and hedge accounting

The Company uses derivative financial instruments to manage its financial risk arising principally from fluctuations in interest rates and exchange rates (see Note 5). These derivative financial instruments, whether or not they have been classified as hedges, have been recorded at fair value (both initially and in later valuations), which is the year end market value of listed instruments, or valuations based on the analysis of discounted cash flows using assumptions that are mainly based on the market conditions at the balance sheet date for unlisted derivative instruments.

The Company documents at the beginning of the transaction the relationship between the hedging instruments and the items hedged, as well as their objectives for risk management and the strategy for carrying out hedging transactions. The Company also documents their evaluation, both at the beginning and continuously, as to whether the derivatives used in the hedges are highly effective for offsetting the changes in the fair value or cash flows of the hedged assets.

The fair value of derivative financial instruments used for hedging purposes is set out in Note 10.

The classification on the balance sheet as current or non-current will depend on whether the maturity of the hedge at the year end is less or more than one year. Speculative derivatives will be classified in any case as current.

The criteria used to account for these derivative instruments designated as hedges are as follows:

a) Fair value hedge

The changes in the fair value of the designated derivatives that meet the conditions to be classified as hedging operations of the fair value of assets or liabilities are recorded in the income statement in the same heading that includes any change in the fair value of the asset or liability covered by the hedge attributable to the risk hedged. This corresponds mainly to those derivative financial instruments contracted by the Company to convert fixed interest debt into floating rate debt.

b) Cash flow hedge

The positive or negative changes in the valuation of the derivatives classified as cash flow hedges are charged, in the effective portion, net of any tax impact, to equity under the entry “Hedging operations”, until the hedged item matures or is sold or if it is no longer probable that the transaction will take place, at which point the retained earnings or losses in net equity are transferred to the income statement for the year.

The positive or negative differences in the valuation of the derivatives corresponding to the ineffective portion, if they exist, are recorded directly in the income statement for the year under “Variation of fair value of financial instruments”.

This type of hedge corresponds primarily to those derivatives contracted by the Company that convert floating rate debt to fixed rate debt.

c) Hedging net foreign investments

The Company finances its major foreign investments in the same functional currency in which they are held so as to reduce the exchange rate risk. This is done by raising finance in the corresponding currency or by contracting cross currency interest rate swaps.

The hedging of net investments in international operations in subsidiary, jointly-controlled companies and associates is accounted for as a fair value hedge on the exchange rate component.

The changes in fair value of the designated derivatives, which meet the conditions for classifying as net foreign investment hedges, are recognised in the income statement under “Variation in fair value of financial instruments”, together with any changes in the fair value of the investment in subsidiary or jointly-controlled companies or associates hedged that is attributable to exchange risk.

d) Derivatives not qualifying for hedge accounting

In case there are derivatives that do not meet the criteria to qualify for hedge accounting, the positive or negative variations arising from recalculating the fair value of this derivatives is taken directly to the income statement for the year.

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4.6 Net equity

The costs of issuing new shares or options are recorded directly against net equity, as less reserve.

In the event that the Company acquires treasury shares, these are recorded under “Treasury shares”, deducted from net equity and stated at their acquisition cost (including any directly attributable incremental costs), without recording any value adjustments.

When these shares are sold or issued again, any amount received, net of any additional directly attributable transaction costs and the corresponding effect of the tax on the profit generated, is included in net equity.

4.7 Financial liabilities

This category includes trade and non-trade debits. These debits are classified as current liabilities, unless the Company has an unconditional right to defer payment for at least 12 months after the balance sheet date.

The trade debits falling due no later than one year and which do not have a contractual interest rate are stated, both initially and afterwards, at nominal value when the effect of not updating the cash flows is not material.

The financial debt is initially recognised at fair value, and the costs incurred to obtain it are also recorded. In periods thereafter, it is recorded at amortised cost, i.e., the difference between the funds obtained (net of the costs required to obtain them) and the repayment value, if any and if significant, is recognised in the income statement during the term of the debt at the effective interest rate.

If there is a renegotiation of existing debts, it is considered that there are no substantial modifications of the financial liabilities when the lender of the new loan is the same party that extended the initial loan and the current value of the cash flows, including the net commissions, does not differ by more than 10% from the current value of the cash flows pending payment from the original liability calculated using the same method.

4.8 Corporate income tax

The corporate income tax expense (income) on profits is the total amount accrued for this purpose during the year, representing both current and deferred tax expense (income).

Both the current income tax expense (income) and the deferred tax are recorded in the income statement. However, the tax effects from the entries that are recorded directly in net equity are recorded in net equity.

The deferred taxes are calculated using the balance sheet method based on the temporary differences that arise between the taxable income of the assets and liabilities and their carrying values in the annual accounts.

The recoverability of deferred tax assets is evaluated when they are generated, and at each year end, depending on the evolution of results expected from the tax Group companies according to their respective business plans.

4.9 Employee benefits

Under the respective collective bargaining agreements, the Company has the following commitments with their employees:

a) Post-employment obligations:

• Defined contributions to employee welfare instruments (employee pension plans and collective insurance policies)

• Defined benefits, in the form of bonuses or payments for retirement from the Company.

In defined contribution employee welfare instruments, the Company makes predefined contributions to an external entity and does not have a legal or real obligation to make additional contributions in the event that this entity does not have sufficient assets to cover the employee payments that related to the services provided in the current year and previous years. The annual expense recorded is the corresponding contribution made in the year.

In the defined benefit commitments, where the Company assumes certain actuarial and investment risks, the liability recorded on the balance sheet is the present value of the obligations at the balance sheet date. Furthermore, the asset recognised (which is not deducted from the liability as it is contracted with related parties) is the fair value of the possible assets related to this commitment on said date, less any amount arising from the cost of past services not yet recognised.

The actuarial valuation of the defined benefits is made annually using the projected credit unit method to determine both the current value of the liabilities and the cost of the services provided in the current and previous years. The actuarial gains and losses arising from changes in the actuarial assumptions are recognised in the year in which they occur. They are not included in the income statement, but presented in the statement of income and expenses recognised in net equity.

Costs for past services are recognised as an expense, and are allocated on a straight-line basis over the average period remaining until the right to receive the benefits has finally vested. Nevertheless, when the benefits are immediately irrevocable after the introduction of a defined benefits plan, or following any change in the plan, the costs for past services are recognised immediately.

The hedging of liabilities by making contributions to an insurance policy, where the legal or implied obligation to meet the agreed benefits remains, is always treated as a defined benefit.

b) Share-based payments

The Company has a Management compensation plan consisting in the distribution of share options of Abertis Infraestructuras, S.A. that can only be settled in shares.

This plan is valuated at its fair value, at the date it is initially distributed, using a generally accepted financial calculation method, which, amongst others, takes into account the option exercise price, volatility, exercise term, expected dividends and the risk-free interest rate.

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The cost of the plan is charged to the income statement as a personnel expense as it accrues during the period of time required for the employee to remain in the company in order to exercise the option, while a counter-entry is made in net equity, without a re-estimate of its initial valuation. However, at the year end the Company reviews its original estimates of the number of options expected to be exercisable and recognizes, as the case may be, the impact of its review on the income statements by making the respective adjustment to net equity.

4.10 Provisions and contingent liabilities

Provisions are recorded when the Company has a present legal or implied liability, as the result of past events where it is probable that a disbursement must be made to settle the obligation and when the amount can be reliably estimated.

The provisions are stated at the present value of the disbursements expected will be necessary to settle the liability. The adjustments to the provision due to its restatement are recognised as financial expenses as they accrue.

Provisions expiring in one year or less and having an immaterial financial impact are not discounted.

When it is expected that part of the disbursement required to settle the provision is refunded by a third party, the refund is recognised as a separate asset, provided that its receipt is practically assured.

Contingent liabilities are the possible obligations arising as a result of past events, which materialisation depends on whether one or more future events beyond the control of the Company materialise. These contingent liabilities are not recorded in the accounts although they are broken down in the notes to the same (Note 19).

4.11 Recognition of income and expenses

Income is recorded at the fair value of the consideration to be received and represents the amounts receivable for goods delivered and services rendered during the Company’s normal course of business.

The Company recognises income when it can be reliably valuated, and when it is probable that future economic profit will be generated for the Company and the specific conditions for each activity are met.

Interest income is recognised using the effective interest method.

Dividend income is recognised in the income statement when the right to receive payment is established. However, if the dividends paid are generated unequivocally from results prior to the acquisition date, they are not recognised as income, but deducted from the carrying value of the investment.

Expenses are recognised on an accruals basis.

4.12 Transactions in foreign currency

Transactions in foreign currencies are translated into the functional currency of the Company (Euro) using the exchange rates in force on the transaction date. The gains and losses on foreign currencies that arise

from the settlement of these transactions and from the translation of monetary assets and liabilities held in foreign currency at the year end exchange rates are recorded in the income statement.

4.13 Transactions with related parties

In general, operations between Group companies are recorded, initially, at their fair value. However, if the price agreed differs from fair value, the difference is recorded taking into account the economic substance of the operation. The later valuation is made in accordance with the provisions of respective legislation.

4.14 Environment

Costs arising from legal environment requirements are recorded annually either as an expense or are capitalised, depending on their nature. The amounts capitalised are depreciated over their useful life.

Additionally, a provision for environmental liabilities and charges has been recorded in the event that there are obligations related to the protection of the environment

5. MANAGEMENT OF FINANCIAL RISK

5.1 Financial risk factors

The activities of the Company are exposed to various financial risks: exchange rate risk, credit risk, liquidity risk and interest rate risk on cash flow. The Company uses derivatives to hedge certain risks.

The management of financial risk of the companies in the abertis group is controlled by the Corporate Financial Management under authorisation of the most senior executive officer of abertis, as part of the respective policies adopted by the Board of Directors.

a) Exchange rate risk

Exchange rate risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

The exchange rate risk on net assets of Company operations in non-Euro currencies are managed, mainly, by raising debt in the corresponding currencies and/or through the use of cross currency and interest rate swaps.

The strategy for hedging exchange rate risk in Group investments in non-Euro currencies must tend towards a full hedge of this risk, and must be contracted within a period of time depending on the market and the prior valuation of the effect of the hedge.

b) Interest rate risk

The Company’s exposure to interest rates arises from its non-current borrowings.

The borrowings issued at floating rates expose the Company to interest rate risk on cash flows, while the borrowings at a fixed rate expose the Company to interest rate risk on fair value.

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The purpose of managing interest rate risk is to reach a balance in the debt structure that enables the volatility to be minimised in the income statement over several years, and, accordingly, the Group’s policy is to maintain approximately 75%-85% of its borrowings at a fixed interest rate or at a rate fixed through hedges.

To accomplish this, and based on the different estimates and objectives related to the structure of the debt, in order to manage interest rate risk on the cash flows, hedging operations are made by contracting derivative financial instruments consisting of interest rate swaps from floating to fixed. These swaps have the economic effect of converting borrowings at floating rates into fixed rates, and, accordingly, the Company makes commitments with other parties to exchange, on a regular basis, the difference between the fixed and floating interest rates calculated on the basis of the main notional principals contracted.

c) Credit risk

Credit risk arises mainly from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, and other debt, including outstanding accounts receivable and committed transactions.

As per risk management policy, the Group can contract financial transactions with financial institutions having at least a minimum “A-“ rating as qualified by international rating agencies. The ratings of each entity are reviewed periodically for the purposes of having an active management of counter-party risk.

d) Liquidity risk

The Company carries out prudent management of the liquidity risk, which involves maintaining cash and having access to a sufficient amount of finance through established credit facilities as well as the capacity to liquidate market positions. Given the dynamic character of the Group’s businesses, the objective of General Financial Management is to remain flexible in financing through the availability of established credit facilities.

5.2 Fair value estimates

As indicated in Note 4.5, the fair value of financial instruments that are traded on official markets is based on the market prices at the balance sheet date. The market quotation price used for financial assets is the current buyer price.

The fair value of the financial instruments that are not traded on official markets is determined using valuation techniques. The Company uses a variety of methods and makes assumptions based on the existing market conditions at each balance sheet date.

The fair value of interest rate swaps is calculated as the current value of the estimated future cash flows and the fair value of forward exchange rate contracts is determined using the forward exchange rates in the market at the balance sheet date.

,

6. INTANGIBLE ASSETS

The breakdown and movement in the accounts under intangible assets is as follows::

Computer applications

GoodwillStudies

and projects

Others Total

At 1 January 2009

Cost 381 308,700 91 3 309,175

Accumulated amortisation (378) - (28) (3) (409)

Net carrying value 3 308,700 63 - 308,766

2009

Opening net carrying value 3 308,700 63 - 308,766

Amortisation charge (3) - (9) - (12)

Closing net carrying value - 308,700 54 - 308,754

At 31 December 2009

Cost 381 308,700 91 3 309,175

Accumulated amortisation (381) - (37) (3) (421)

Net carrying value - 308,700 54 - 308,754

2010

Opening net carrying value - 308,700 54 - 308,754

Additions 26 - - - 26

Amortisation charge - - (9) - (9)

Closing net carrying value 26 308,700 45 - 308,771

At 31 December 2010

Cost 407 308,700 91 - 309,198

Accumulated amortisation (381) - (46) - (427)

Net carrying value 26 308,700 45 - 308,771

Goodwill

Goodwill relates mainly to the goodwill generated by the takeover merger with iberpistas in 2004.

As indicated in Note 4.1, at the year end an assessment is made to see whether there has been impairment of any of the goodwills recorded, based on the calculation of the greater of the value in use of their respective cash generating units, or the market value (price of similar, recent transactions in the market) whichever is greater. The aforementioned value in use has been calculated using the same method described in Note 8, Equity investments in Group companies and associates.

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With regards to the impairment tests of the goodwill relating to the takeover merger of iberpistas, the recoverable value (determined on the basis of value in use) which is obtained thereof exceeds their carrying value in such a way that if significant changes were made to the assumptions used in this calculation, no significant risk of impairment would arise. In relation to the other goodwills, the different cash generating units to which they have been assigned allows the recovery of the net value of each one recorded at 31 December 2010, and, accordingly, there is no need to record any impairment whatsoever.

7. PROPERTY, PLANT AND EQUIPMENT

The breakdown and movement in the accounts under Property, plant and equipment is as follows:

Land and buildingsPlant and other property,

plant and equipmentTotal

At 1 January 2009

Cost 11,742 5,084 16,826

Accumulated depreciation (1,569) (3,314) (4,883)

Net carrying value 10,173 1,770 11,943

2009

Opening net carrying value 10,173 1,770 11,943

Additions 276 237 513

Disposals (net) (237) (39) (276)

Depreciation charge (150) (339) (489)


At 31 December 2009

Cost 11,675 4,844 16,519



2010

Opening net carrying value 10,062 1,629 11,691

Disposals (net) (485) (156) (641)

Depreciation charge (136) (297) (433)


At 31 December 2010

Cost 10,908 4,189 15,097



At 31 December 2010, the heading “Land and Buildings” includes Euros 4,291 thousand (Euros 4,332 thousand in 2009) in land costs and Euros 6,617 thousand (Euros 7,343 thousand in 2009) in building costs. The accumulated depreciation for this account relates fully to buildings.

Impairment loss

During the years 2010 and 2009 no significant value adjustments for impairment have been recognised or reversed for any individual element of property, plant and equipment.

Insurance

It is Company policy to contract the insurance policies considered necessary to cover possible risks that might affect its property, plant and equipment.

8. EQUITY INVESTMENTS IN GROUP COMPANIES AND ASSOCIATES

a) Equity instruments

The breakdown of direct and indirect shareholdings in Group companies and associates, together with the carrying value of the shareholding, the breakdown of net equity and the dividends received from the same, is shown in the Appendix.

There are no companies in which the Company holds less than a 20% interest where it can be concluded that it has a significant influence, and no companies in which it has more than a 20% interest where it can be concluded that a significant influence does not exist.

The main movements during the year have been as follows:

• Decrease of the shareholding of abertis in Holding d’Infrastructures de Transport S.A.S. (HIT), through the refund of contributions to the shareholders (Euros 521 thousand to abertis). The shareholding percentage remains.

• Increase in the stake by Euros 17,749 thousand of abertis in Autopistas de Puerto Rico y Compañía, S.E. (apr), rising from 75% to 100%.

• Increase in the shareholding by Euros 53 thousand of abertis in Saba Aparcamientos, S.A., from 99.46% to 99.48%.

• On 10 October 2010 the company Constructora de Infraestructura Vial, S.A.S. was incorporated, which is 40% owned by abertis.

• Finally, given that the hedges on net foreign investment in the group companies Airport Concession and Development Limited (ACDL), Invin, S.L. (Invin), and Abertis Infraestructuras Chile Limitada (abertis Chile) are fair value hedges, the cost of the investment ¡n these companies has increased at 31 December 2010 over the previous year by Euros 16,999 thousand in the case of ACDL (Euros 36,238 thousand in 2009), Euros 80,546 thousand in the case of Invin (Euros 110,931 thousand in 2009) and Euros 10,071 thousand in the case of abertis Chile (Euros 11,925 thousand in 2009). This increase has been recorded against the income statement for the year (Variation in the fair value of financial instruments) because of the exchange rate effect for the part of the hedge considered as the effective hedge, which impact is offset by the effect of the hedges contracted (see Note 10), also recorded in the same account in the income statement (see Note 18.d).

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The impairment that is still recorded at 31 December 2010 relates entirely to the Argentinean company Ausol. This impairment, 100% of the value of the shareholding in this company, was made in prior years.

As indicated in Note 4.3, at the year end an evaluation is made as to whether any of the investments recorded in the accounts present impairment losses or indications of loss.

To do so, first of all, the recoverable value estimate method has been used based on net equity value.

If this method is used and it appears that the carrying value is greater, the recoverable amount of the investment is determined on the basis of the current value of the future cash flows generated by the investment, calculated on the basis of an estimate of its share of the cash flows expected to be generated by the investee company, or market value (price of similar, recent transactions in the market).

To determine this current value of the future cash flows from the investment, the following has been carried out:

• Determining the time in which it is estimated that the respective investment will generate cash flows (concession term for concessionaire companies, most of which expire between 10 and 30 years).

• The respective projections have been made of revenues and expenses, using the following general criteria:

• For revenues, in order to estimate the evolution of prices, the Group has taken into consideration the official evolution of the consumer price index (CPI) of each country in which investments are made (taking into account for concessionaire companies the respective price revision formulas based on the evolution of the local CPI and/or specific adjustments to it). As for activity, the Group uses as its reference for estimating the growth of gross domestic product (GDP) foreseen by the respective official bodies of each country (as revised in each case), also taking into account historical experience of the evolution of the activity in each investment against GDP, the degree of maturity of each infrastructure and other specific aspects that could affect future activity.

• As for expenses, their evolution has been based on the foreseeable evolution of the respective CPIs, and the evolution of the business.

• In order to estimate the investments in maintenance and improvement of infrastructures, the Group has used the best estimates available based on the experience of each company and taking into account the evolution of the projected activity.

• The projections have been updated at the discount rate resulting from adding to the long-term cost of money, the risk assigned by the market to each country where the activity takes place, the risk premium assigned by the market to each business, and the financial structure. In general the discount rates used are within the range of 6%-10%.

As a result of the impairment tests performed, there is no need to recognise any additional provisions for impairment.

The Company has no additional commitments in relation to its investee companies than the equity investments made, except for the balances with those companies, which are indicated in Note 20.c.

b) Loans to Group companies and associates

The loans to Group companies and associates (see Note 20.c) have the following maturity terms:

31 December 2010

Current Non-currentTotal

2011 2012 2013 2014 2015Years

beyond TotalLoans and other financial assets to Group companies and associates

437,144 723,268 819,527 2,055,815 20,000 1,042,600 4,661,210 5,098,354

31 December 2009


2010 2011 2012 2013 2014Years

beyond TotalLoans and other financial assets to Group companies and associates

468,961 963,972 781,841 572,289 1,207,282 1,062,604 4,587,988 5,056,949

9. LONG AND SHORT-TERM INVESTMENTS

The breakdown of financial investments per categories at year end is as follows:

Loans and receivables and other investments

Derivatives

2010 2009 2010 2009

Equity instruments - 461 - -

Derivatives (see Note 10) - - 132,044 176,513

Other financial assets (current and non current)

2,344 11,908 - -

Total 2,344 12,369 132,044 176,513

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None of the loans and receivables pending maturity have been renegotiated during the year.

“Other financial assets” includes settlements of outstanding interest rate hedge interest receivable. Additionally, last year’s balance also included deposits maturing in less than one year in USD.

The balances of the financial assets are stated at nominal value, and there are no significant differences with their fair value.

The carrying values of investments are basically denominated in Euros.

10. DERIVATIVE FINANCIAL INSTRUMENTS

The breakdown of the fair value of the derivative financial instruments at the year end is as follows:

2010 2009

Assets Liabilities Assets Liabilities


Cash flow hedges - 53,815 - 54,561

Fair value hedges - - 26,613 -

Not qualified as hedges 109 - - 244

Cross currency interest rate swaps in non-Euros currency:

Net foreign investment hedges 131,935 206,837 149,900 109,294

Derivative financial instruments 132,044 260,652 176,513 164,099

The Company has contracted interest rate derivative financial instruments (interest rate swaps or “swaps”) and cross currency interest rate swaps (“cross currency swaps”), in accordance to the financial risk management policy described in Note 5.

The breakdown of the derivative financial instruments at 31 December by type of swap, detailing their notional or contractual values, maturities and fair values is as follows:

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31 December 2010 Notional value 2011 2012 2013 2014 2015 And beyond Net fair value


Cash flow hedges 1,560,000 500,000 110,000 900,000 - - 50,000 (53,815)

Not qualified as hedges 900,000 900,000 - - - - - 109

2,460,000 1,400,000 110,000 900,000 - - 50,000 (53,706)

Cross currency interest rate swaps in non-Euro currency:

Net foreign investment hedges 1,152,259 - - 420,041 49,336 682,882 - (74,902)

1,152,259 - - 420,041 49,336 682,882 - (74,902)

31 December 2009 Notional value 2010 2011 2012 2013 2014 And beyond Net fair value


Cash flow hedges 1,690,000 180,000 500,000 110,000 900,000 - - (54,561)

Fair value hedges 540,000 - - - - - 540,000 26,613

Not qualified as hedges 900,000 900,000 - - - - - (244)

3,130,000 1,080,000 500,000 110,000 900,000 540,000 (28,192)

Cross currency interest rate swaps in non-Euro currency:

Net foreign investment hedges 1,152,259 - - - 420,041 49,336 682,882 40,606

1,152,259 - - - 420,041 49,336 682,882 40,606

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Interest rate swaps

The amounts of the notional principal of the interest rate swaps outstanding at 31 December 2010 total Euros 2,460 million (Euros 3,130 million in 2009) and the fixed interest rates through hedges are between 1.69% and 3.87% (the same as in 2009).

During the year certain derivatives designated as fair value hedges were cancelled in advance, which converted a bond issue from a fixed to floating interest rate. The change in value of the bonds hedged, Euros 54,900 thousand, attributable to the positive settlement of the derivatives and recorded at the cancellation date, were amortised with an effect on the income statement, using the effective interest rate method until maturity of this bond issue.

The impact on the income statement of the settlements of these derivative financial instruments is recognised under” Financial income” or “Financial expenses” (see Note 18.d).

Cross currency interest rate swaps

Both at 31 December 2010 and 2009, the part of the Company’s borrowings denominated in Euros (Euros 683 million) and translated into Pounds Sterling at a floating interest rate referenced to Libor (Pounds Sterling 476 million) by a cross currency interest rate swaps is designated as a hedge on the net investment in ACDL/tbi. The fair value of these derivatives at 31 December 2010 is Euros 131,935 thousand (Euros 149,900 thousand at 31 December 2009), and matures in 2015.

At the end of 2008, abertis contracted hedges arranged in cross currency swaps in Chilean Pesos (CLP 388,650 million), equivalent to Euros 420 million, which are considered net foreign investment hedges to hedge the investment in Chile acquired through the purchase of Invin, S.L. and, as from 1 January 2009, the investment in Chile through the interest of Abertis Infraestructuras Chile Limitada. The fair value of these derivatives at 31 December 2010 totals Euros -191,861 thousand (Euros -103,157 thousand at 31 December 2009), and they mature in 2013.

Additionally, in October 2009 abertis contracted hedges arranged in cross currency swaps in Chilean Pesos (CLP 40,221 million), equivalent to Euros 49.3 million to hedge the capital increase of Abertis Infraestructuras Chile Limitada made that year. The fair value of these derivatives at 31 December 2010 totals Euros -14,975 thousand (Euros – 6,140 thousand at 31 December 2009) and they mature in 2014.

As described in Note 4.5 c), the hedges of net foreign investments in subsidiary, jointly-controlled companies and associates are accounted for as fair value hedges, in relation to the exchange component, that is, as a counter-entry in the income statement (see Note 18.d).

The amount recorded in the income statement under “Variation of fair value of financial instruments” (see Note 18.d) for this item has been recognised as a financial expense of Euros 115,508 thousand (Euros 156,619 thousand in 2009), offset by the respective recording of the increase in the investment (see Note 8.a).

The settlements of these derivative financial instruments

11. TRADE AND OTHER RECEIVABLES

The carrying values of the trade and other receivables balance are denominated entirely in Euros.

12. CASH AND CASH EQUIVALENTS

The breakdown of the cash and other cash equivalents balance at 31 December is as follows:

2010 2009

Cash 16 42

Banks 1,029 1,398

Cash and cash equivalents 1,045 1,440

13. SHAREHOLDERS’ EQUITY

a) Capital, share premium and treasury shares

The amount and movement in these accounts during the year has been as follows:

Share capitalShare

premiumTreasury shares

At 1 January 2009 2,010,987 579,690 (262,607)

Net variation in treasury shares - - 1,494

Capital increase 100,550 (56,381) -

At 31 December 2009 2,111,537 523,309 (261,113)

Net variation in treasury shares - - 2,117

Capital increase 105,576 (105,576) -

At 31 December 2010 2,217,113 417,733 (258,996)

At 31 December 2010 the share capital of abertis is made up of 739,037,783 fully subscribed and paid ordinary shares of a single class and series, represented by accounting entries, with a par value of Euros 3 each.

On 27 April 2010, the Annual Shareholders’ Meeting of abertis approved a bonus share issue to be charged against the Share Premium Reserve, which includes, amongst others, the amount relating to the Revaluation Reserves of companies involved in takeover mergers carried out in prior years in

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the proportion of one new share for every 20 shares, representing a sum of Euros 105,576 thousand (35,192,275 ordinary shares). The movement recorded in the number of abertis shares during the year has been as follows:

Number of ordinary shares

2010 2009

At 1 January 2010 703,845,508 670,329,056

Bonus share issue 35,192,275 33,516,452

At 31 December 2010 739,037,783 703,845,508

As the shares of abertis are made up of registered shares, and, according to the information available, the most significant holdings at 31 December 2010 are the following:

Caja de Ahorros y Pensiones de Barcelona “la Caixa” (1)

Joint share held by Trebol Holding S.a.r.L / ACS, Actividades de Construcciones y Servicios, S.A.

28.98%25.83%

54.81%

(1) 20.22% indirect holding through Criteria CaixaCorp, S.A., and another 8.26% through other companies in its group.

In August 2010 the shareholder ACS, Actividades de Construction y Servicios, S.A., which until that time held 25.83% of abertis (11.87% indirectly through other group companies), as part of a concerted action with Trebol Holding S.a.r.L, sold a 10.28% stake in abertis to Admirabilia, S.L. (99% owned by the ACS group and 1% owned by Trebol International, B.V.), and 15.55% to Trebol International B.V. (99% owned by Trebol Holding S.a.r.L and 1% owned by the ACS group). The voting rights of both companies break down as follows: 60% belongs to Trebol Holding S.a.r.L (company managed by the investment fund manager CVC Capital Partners) and the remaining 40% belongs to the ACS group.

The Board of Directors was authorised by the Annual General Meeting of 27 April 2010 to increase share capital, through one or more capital issues though cash contributions, up to a maximum amount of Euros 1,108,557 thousand, during the period up to 27 April 2015. This power remains fully operative.

Using the powers delegated by the Annual Shareholders’ Meeting, in 2010 abertis has given treasury shares to its employees.

The movement recorded in the treasury shares portfolio during 2010 has been as follows:

Number Par valueAcquisition /

Sale cost

At 1 January 2010 13,971,451 41,914 261,113


Purchase / sales (113,262) (340) (2,117)

At 31 December 2010 14,551,098 43,653 258,996


Meeting of Shareholders of 27 April 2010.

Number Par valueAcquisition /

Sale cost

At 1 January 2009 13,382,267 40,147 262,607


Purchase / sales (76,173) (229) (1,494)

At 31 December 2009 13,971,451 41,914 261,113


Meeting of Shareholders of 31 March 2009.

All the shares of abertis are listed on the stock exchanges of Barcelona, Bilbao, Madrid and Valencia. The shares are traded on the Spanish electronic trading system. These shares are traded on the main board (continuous market) and form part of the Ibex 35 index.

Article 303 of the Spanish Corporate Enterprises Act expressly permits the use of the share premium balance for capital increases and does not set down specific restrictions on the availability of this balance for distribution.

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b) Reserves

The breakdown of this account is as follows:

2010 2009

Legal and statutory: - Legal reserve 461,733 406,601

461,733 406,601

Other reserves:- Voluntary reserves- Goodwill reserve- Reserves for actuarial gains and losses

623,901 30,870 1,295

547,59415,435

1,197

656,066 564,226

1,117,799 970,827

Legal reserve

In accordance with the article 274 of the Spanish Corporate Enterprises Act, 10% of the annual profits must be allocated to the legal reserve until this reserve reaches at least 20% of the capital. The legal reserve cannot be distributed to shareholders unless the Company is liquidated.

The legal reserve can be used to increase capital in the part of the balance that exceeds 10% of the capital already increased.

Apart from the purpose mentioned above, provided that this reserve does not exceed 20% of share capital, it can only be used to offset losses when there are no other reserves available for this purpose.

Voluntary reserve

The voluntary reserve is freely available for distribution.

Goodwill reserve

The goodwill reserve is appropriated under article 273 of the Spanish Corporate Enterprises Act, by virtue of which Spanish companies must make appropriations to a non-distributable reserve equivalent to the goodwill stated under assets that amounts to at least 5% of the goodwill. If these earnings do not exist or were insufficient, freely distributable reserves must be used. As long as the goodwill is maintained, this reserve will not be available for distribution.

At 31 December 2010 the goodwill reserve of abertis totals Euros 30,870 thousand. Furthermore, at the 2010 year end, the distribution of net income for the year has been proposed based on the provisions of the aforementioned article (see Note 3).

Dividends

On 27 April 2010, the Annual Shareholders’ Meeting of abertis agreed to pay out a final dividend for 2009 of Euros 0.30 gross per share, which represents Euros 211,154 thousand.

On 13 October 2010 the Company agreed to the distribution of an interim dividend against profit for the year, totalling Euros 221,711 thousand, which represents Euros 0.30 gross per share.

14. SHORT AND LONG-TERM DEBTS PAYABLE

The breakdown of short and long-term debts payable is as follows:

Debts payable Derivatives

2010 2009 2010 2009

Bonds and other negotiable securities 3,651,033 3,886,691 - -

Bank loans 2,100,724 1,925,821 - -

Derivatives (see Note 10) - - 260,652 164,099

Other financial liabilities (non current) 47 47 - -

Total 5,751,804 5,812,559 260,652 164,099

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Set out below is a breakdown of the debts payable at the year end, by maturity:

31 December 2010


2011 2012 2013 2014 2015 Years beyond Total

Bonds and other negotiable securities 84,356 30,000 200,000 448,672 20,000 2,868,005 3,566,677 3,651,033

Bank loans 94,791 575,000 970,896 160,037 250,000 50,000 2,005,933 2,100,724

Other financial liabilities - - - - - 47 47 47

Total 179,147 605,000 1,170,896 608,709 270,000 2,918,052 5,572,657 5,751,804

31 December 2009


2010 2011 2012 2013 2014 Years beyond Total

Bonds and other negotiable securities 348,129 - 30,000 200,000 448,283 2,860,279 3,538,562 3,886,691

Bank loans 165,821 225,000 605,000 930,000 - - 1,760,000 1,925,821

Other financial liabilities - - - - - 47 47 47

Total 513,950 225,000 635,000 1,130,000 448,283 2,860,326 5,298,609 5,812,559

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The carrying values and fair values of the long-term payables are as follows:

Carrying value Fair value

2010 2009 2010 2009

Bank loansBonds and other negotiable securitiesOther financial liabilities

2,005,9333,566,677 47

1,760,0003,538,562 47

2,005,9333,370,062 47

1,760,000 3,672,950

47

5,572,657 5,298,609 5,376,042 5,432,997

Short-term financial liabilities are stated at their nominal value, which are not significantly different from their fair value. The fair values are based on discounted cash flows at a rate based on a borrowings rate of 2.99% (2.51% in 2009).

Company debt is denominated in Euros.

The Company has the following undrawn credit facilities:

2010 2009

Floating rate:- maturing in less than one year- maturing in more than one year

487,712 524,067

917,281 -

Undrawn credit facilities 1,011,779 917,281

In 2010 the Company has renewed and contracted credit facilities with a limit at the year end of Euros 1,195,000 thousand (Euros 1,025,000 thousand in 2009), of which Euros 540,000 thousand relate to credit facilities maturing in one year and Euros 655,000 thousand to facilities maturing in more than one year. This change in the financing allows the Company to fortify its liquidity position in the fact of short and medium-term needs.

Of the Euros 1,195,000 thousand in credit facilities, Euros 650,000 thousand can be used in Euros or foreign currency, at the equivalent counter-value. The lines in Euros accrued interest at the Euribor plus a spread while the lines drawn down in non-Euro currencies accrue interest pegged to the Libor.

In 2010, the Company has take out loans totalling Euros 575,000 thousand, of which Euros 275,000 thousand were extended by the Banco Europeo de Inversiones (BEI).

In 2010, the Company has redeemed Euros 578,700 thousand of its debt, of which Euros 315,000 thousand relate to loans, Euros 243,700 thousand to promissory notes, and Euros 20,000 thousand to bonds.

Thus, the result has been the attainment of financing of Euros 1,770,000 thousand in credit facilities and loans, of which Euros 578,700 thousand have been allocated to paying down debt, Euros 183,221 thousand have been drawn down from credit facilities (Euros 107,719 thousand in 2009) and at the year

end the amount of Euros 1,011,779 thousand is available (Euros 917,281 thousand in 2009) in credit facilities and Euros 175,000 thousand in undrawn contracted (nil in 2009).

Bank loans and bonds

The Company at 31 December 2010 has promissory notes totalling Euros 1,000,000 thousand, which are fully available at 31 December 2010.

At 31 December 2010, Euros 200,000 thousand in obligations are issued at an annual interest rate of 4.95%, Euros 450,000 thousand at 4.75%, Euros 540,000 thousand at 4.38%, Euros 1,000,000 thousand at 5.13%, Euros 125,000 thousand at 5.99%, Euros 1,000,000 thousand at 4.63% and Euros 210,000 thousand indexed to the Euribor.

Furthermore, at the year end 31 December 2010, 87% (81% in 2009) of borrowings accrued a fixed interest rate or a rate fixed through hedges.

Finally, we should point out that in relation to the main financing contracts in force at the 2010 year end, there are no (as was also the case in 2009) pignorated financial assets relevant to these consolidated annual accounts guaranteeing liabilities or contingent liabilities. Consequently, there are no commitments or clauses associated with financing agreements whose infringement would make liabilities immediately due and payable to the lender.

15. OBLIGATIONS FOR EMPLOYEE BENEFITS

Amongst the obligations with its employees, the Company has different pension commitments for defined contribution plans, as the promoter of an employee pension plan.

It also has obligations for defined contribution and/or defined benefit pension commitments, arranged through insurance policies, as set down in legislation governing the transfer of pension commitments.

On the liabilities side of the accompanying balance sheet, under “Post-employment obligations”, the Company carries Euros 509 thousand (Euros 2,190 thousand in 2009), relating to the valuation of the defined benefit liabilities with employees arranged through insurance policies. The amount recorded as staff costs in 2010 for these commitments totals Euros 865 thousand (Euros 719 thousand in 2009) (see Note 18.b).

Furthermore, on the assets side of the accompanying balance sheet, under “Other financial assets – non current”, the Company carries Euros 380 thousand (Euros 1,681 thousand in 2009), corresponding to the fair value of the assets related to these commitments, contracted with related parties (see Note 20.d). The amount recorded as Financial income for the expected yield on this asset is Euros 50 thousand (Euros 91 in the year 2009).

The economic-actuarial information on the existing liability for pension commitments of the Company with its employees is as follows:

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a) Defined contribution obligations

The amount recorded for the year as personnel expense in the income statement for defined contribution commitments totals Euros 1,260 thousand (Euros 860 thousand in 2009). See Note 18.b.

b) Defined benefit obligations

The pension liabilities are covered using insurance policies with the amounts taken off the balance sheet. Nevertheless, this account entry includes the hedging instruments (obligations and assets affected) where the legal obligation or implied obligation to meet the agreed benefits remains.

In relation to defined benefit obligations, the reconciliation of the opening and closing balances of their actuarial value is as follows:

2010 2009

At 1 January 2,190 1,603

Service cost (See Note 18.b) 865 628

Interest cost 46 91

Actuarial gains (losses) (75) (108)

Released to current liabilities (1,200) -

Settlements (1,317) (24)

At 31 December 509 2,190

The reconciliation between the opening and closing balances of the actuarial fair value of the assets related to these liabilities is as follows:

2010 2009

At 1 January 1,681 1,573

Expected yield on related assets 50 91

Actuarial gains (losses) 65 23

Contributions of the promoter 1 18

Settlements (1,417) (24)

At 31 December 380 1,681

The actuarial assumptions (demographic and financial) used constitute the best estimates on the variables will determine the final cost of providing the post-employment benefits.

The main actuarial assumptions used at the balance sheet date are as follows:

2010 2009

Annual discount rate 3.25% 5.25%

Expected yield on the plan assets 3.25% 5.25%

Salary increase rate 3.00% 3.25%

Mortality tables PERM/F 2000 P PERM/F 2000 P

Disability tables IPA 0M77 IPA 0M77

The expected overall yield on the assets has been calculated is the discount rate used in determining the liability.

c) Share options

On 13 June 2007, the Annual Shareholders’ Meeting of Abertis Infraestructuras, S.A. adopted a share options plan for its management personnel and its subsidiaries (hereon, Plan 2007).

On 1 April 2008, the Annual Shareholders’ Meeting of Abertis Infraestructuras, S.A. adopted a share options plan for Abertis Infraestructuras, S.A. for management personnel and its subsidiaries (hereon, Plan 2008).

On 31 March 2009, the Annual Shareholders’ Meeting of Abertis Infraestructuras, S.A. adopted a share options plan for Abertis Infraestructuras, S.A. for management personnel and its subsidiaries (hereon, Plan 2009).

Furthermore, on 27 April 2010, the Annual Shareholders’ Meeting of Abertis Infraestructuras, S.A. adopted a share options plan for Abertis Infraestructuras, S.A. for management personnel and its subsidiaries (hereon, Plan 2010)

All four plans have a 3-year vesting period in order to exercise the options as from the date they are given, i.e., 14 June 2010, 2 April 2011, 1 April 2012, and 28 April 2013, respectively. At the end of the vesting period the management personnel can exercise the options received over a period of 2 years, which can only be settled in shares.

Each option coincides with a share, up to a maximum of 351,750 options for Plan 2007 and 398,000 options for Plan 2008, 427,500 options for Plan 2009, 662,000 for Plan 2010.

The exercise price for the options is the average quotation price for a share of Abertis Infraestructuras, S.A. over the fifteen days prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share), 3 months prior to the General Meeting of Shareholders of 1 April 2008 (€20.5100/share), 3 months prior to the General Meeting of Shareholders of 31 March 2009 (€12.0600/share), and the average quotation of the share from 4 January 2010 until 26 April 2010, both inclusive (€14.5700/share) adjusted by the effect of possible bonus share issues.

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Thus, the movement recorded is as follows:


Number of options Maturity




At 1 January 2009 - - 393,750 345,626

Concession - 427,500 - -

Bonus share issue (1) - 21,375 19,575 17,270

Disposals - - (2,100) -

At 31 December 2009 - - 448,875 2014 411,225 2013 362,896 2012

Concession 662,000 - - -

Bonus share(2) 33,100 26,367 20,551 18,137

Additions - 78,750 - -

A 31 December 2010 695,100 2015 553,992 2014 431,776 2013 381,033 2012

(1) Effect on the options given from the bonus share issue charged to reserves in the proportion of one new share for each 20 old shares

adopted by the Annual Shareholders’ Meeting of 31 March 2009, according to Plans 2007, 2008 and 2009.

(2) Effect on the options given from the bonus share issue charged to reserves in the proportion of one new share for each 20 old shares

adopted by the Annual Shareholders’ Meeting of 27 April 2010, according to Plans 2007, 2008, 2009 and 2010.

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These commitments are recorded in net equity and are stated at their fair value when given using a financial calculation method in which the exercise price of the option, volatility, the term, expected dividends and the free risk rate are taking into consideration.

The charge to the income statement, as staff costs, is made on an accruals basis over the term established for the employee to remain with the company in order to exercise the option, with a counter-entry recorded in net equity. The amount recorded in the income statement at 31 December 2010 totals Euros 1,689 thousand (Euros 1,327 thousand in 2009), see Note 18.b.

The main assumptions used in the valuation of these share option plans at the date they are given are as follows:


Valuation model Hull & White Hull & White Hull & White Hull & White

Option exercise price (€/share)

14.5700 12.0600 20.5100 24.1887

Date given 28.04.2010 01.04.2009 02.04.2008 14.06.2007

Maturity 28.04.2015 01.04.2014 02.04.2013 14.06.2012

Term of option to maturity


Term of option until first exercise date


Option type / style “Call / Bermuda” “Call / Bermuda” “Call / Bermuda” “Call / Bermuda”

Spot price (€/share) 13.03 11.99 21.00 22.19

Forecast volatility (1) 27.52% 24.75% 21.29% 26.51%

Free risk rate 2.31% 2.63% 4.13% 4.66%

Payout ratio (2) 0.00% 0.00% 0.00% 0.00%

(1) Estimated implicit volatility based on the prices of traded shares in official markets and OTC markets for that maturity and exercise

price.

(2) The early daily redemption dates have been estimated as from the beginning of the exercise period until the end of the exercise

period based strictly on market criteria.

The Hull & White model used, unlike others, enables to input all the terms and conditions of the incentive plan. This model allows for the input of information such as the loss of the exercise right due to resignation before the first three years, the early exercising far from the optimal moment and the periods in which the right cannot be exercised. The model also allows for the input of employee leaver ratios based on their role in the company’s organisational chart.

16. OTHER PROVISIONS

The movements in provisions recognised in the balance sheet have been as follows:

Balance at 31.12.09

Appropriations UtilisationsBalance at 31.12.10

Other provisions (see Notes 4.10 and 17) 39,305 6,735 (3,312) 42,728

Balance at 31.12.08

Appropriations UtilisationsBalance at 31.12.09

Other provisions 46,372 - (7,067) 39,305

This account mainly includes a provision for tax litigation arising from assessments that have been appealed and which are pending judgement by the competent courts (see Note 17.a).

The utilisations during the year relate to the partial payment of one of the tax settlements (see Note 17.a).

17. CORPORATE INCOME TAX AND TAX SITUATION

a) Tax information

The Company pays Corporate Income Tax (CIT) on a consolidated basis, as parent company of the tax group.

The Company is open to inspection by the Tax Authorities for all the main applicable taxes for the last four years.

Due to possible differences in the interpretation of tax legislation applicable to certain operations, there are specific tax liabilities of a contentious nature that are difficult to quantify. Nevertheless, the amount of tax that might be payable would not have a material impact on these annual accounts.

During the years 2002, 2003 and 2004, the Company was involved in several corporate transactions in which it elected application of the special tax regime under Chapter 8 of Title 7 of Royal Legislative Decree 4/2004. The information on these operations is disclosed in the Annual Report for the years 2002, 2003 and 2004. These transactions were as follows:

• The non-cash contribution of a branch of activity of the concessions held by the Company for the operation of certain toll motorways, to the company Autopistas Concesionaria Española, S.A, Sociedad Unipersonal (2002), and the capital increase of the investee company Abertis Logística, S.A., subscribed by the Company through non cash contribution of shares in different investee companies (2002).

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• The capital increase of the Company, in order to meet the consideration through a share swap established in the Takeover Bid for the shares of Ibérica de Autopistas, S.A. (2002).

• The mergers of Abertis Infraestructuras, S.A. through full takeover of Aurea, Concesiones de Infraestructuras, S.A. (2003), and Ibérica de Autopistas, S.A. (2004), and the subsequent winding up without liquidation of the latter two.

The Company has received Tax Assessments resulting from the government audits for the years 2000 and 2001, for corporate income tax in general; and for 2001 and 2002, in a limited manner, in relation to whether certain export deductions could be made from corporate income tax by Aurea Concesiones de Infraestructuras, S.A. All of these assessments were signed in disagreement, appealed and are pending rulings from the competent courts.

In 2010 the Company received notification that the Supreme Court ruled against it, although it is still awaiting receipt of the execution by the Tax Authorities of the sentence for the partial assessment for the export deduction for CIT purposes applied in 2000.

In relation to the CIT assessments for 1991 and 1993 that were resolved by the Supreme Court in 2009, the respective orders of execution have been received this year from the Tax Authorities, and the payment of the respective settlement for FY 1991 are payable at 31 December 2010.

Furthermore, the Company has received this year the partial ruling in its favour from the Supreme Court and the order of execution by the Tax Authorities in relation to the CIT assessments for 1990 and 1992 and for 1990 to 1993 for Payroll Tax. The respective CIT and Payroll Tax assessments for 1992 and 1993 are payable at 31 December 2010.

The possible impact from these actions on Company equity is duly provided for (see Note 16). In any case, the consequences that could arise should not significantly affect these annual accounts.

Additionally, in 2008 tax assessments were raised against abertis, as the business successor of Aurea Concesiones de Infraestructuras, S.A., which were signed in disagreement, for the undue application in 2002 of the “RDL 7/96 Revaluation Reserve” account. At this time the assessment is being appealed before the competent economic-administrative courts and at 31 December 2010 no provision has been recorded for it, as the Company believes that there are solid arguments to defend against the regularisation made by the Tax Inspectors, and that the competent courts will rule in favour of the appeal.

b) Corporate income tax expense

The general corporate income tax rate for 2010 is 30%.

The reconciliation of net income and expenses for the year and taxable income for corporate income tax purposes as follows:

Income statementIncome and expenses charged

directly to net equity

Increases Decreases Total Increases Decreases Total

Balance of net income and expenses for the year 590,846

2,897

Corporate income tax - - (40,853) - - 191

Permanent differences 8,379 (690,514) (682,135) - (2,453) (2,453)

Temporary differences:- arising in the year- arising in prior years

3,7223,695

(39,095)(5,003)

(35,373)(1,308)

9,947 -

(75)(10,450)

9,872(10,450)

Total (168,823) 57

Taxable income to be added to tax consolidation (168,766)

The main corporate income tax items for the year are as follows:

2010 2009

Current tax (52,728) (38,543)

Deferred tax (see Note 17.c) 11,004 8,612

Other (regularisation of CIT and foreign taxes) 871 886

Total (40,853) (29,045)

The CIT expense incurred and carried in the Company’s income statement is determined taking into account, in addition to the criteria of individual taxation, the following parameters:

• Permanent differences are: dividends from Group companies in the tax consolidation, value adjustments and the eliminations from net income of operations between Group companies that have been eliminated in order to determine consolidated taxable income.

• The tax consolidation Group has assumed the right to offset the tax loss carryforwards generated by the Company in 2010, as well as the application of its deductions.

The taxes paid abroad that are similar to CIT and the regularisation of the calculation of the tax accrued in 2009 have led to an increase in the corporate income tax expense for the year of Euros 871 thousand (Euros 886 thousand in 2009).

The deductions generated in 2010 totalling Euros 2,081 thousand are related to deductions to avoid double taxation for taxes paid abroad and various investment deductions. (Euros 2,246 thousand in 2009).

Specifically, in 2010 the Company has availed itself of income of Euros 1,748 thousand from the re-investment deduction, and has reinvested the total amount obtained in the transfers of various assets and liabilities this year. Furthermore, in 2005, 2006, 2007, 2008 and 2009 the Company applied as a re-

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investment deduction total income of Euros 4,186 thousand, and reinvested the total amount obtained from the transfers in each of these years.

The withholding and payments on account in 2010 total Euros 239 thousand (Euros 156 thousand in 2009).

c) Deferred taxes

The breakdown of the deferred taxes is as follows:

2010 2009

Deferred tax assets:- Temporary differences 26,338

27,579

Deferred tax liabilities:- Temporary differences (54,913) (45,230)

Deferred tax (28,575) (17,651)

The movement during the year in deferred tax assets and liabilities, has been as follows:

2010 2009

Deferred tax asset

Deferred tax

liability

Deferred tax asset

Deferred tax

liability

At 1 January 27,579 (45,230) 18,791 (38,242)

Charges (credits) to income statement (384) (10,620) 62 (8,674)

Charges (credits) to net equity (140) (33) 8,002 -

Other charges (credits) (regularisation of CIT for last year)

(717) 970 724 1,686

At 31 December 26,338 (54,913) 27,579 (45,230)

The deferred tax assets recorded at the year end 2010 relate mainly to the tax effect associated with valuation differences between tax and accounting criteria in relation to the assets and liabilities of the Company and long-term post-employment obligations.

The deferred tax liabilities recorded at the year end 2010 relate mainly to the tax effect associated with the tax allowances for differences between the investments disbursed by the Company in the acquisition of foreign companies and the fair value of the net assets acquired, and to the application of the cash basis method for tax purposes to the income from an operation with a deferred price that took place in prior years.

Moreover, the movement of deferred tax liabilities recorded at the 2010 year end also relate to the impairment of investment securities in foreign subsidiaries as per article 12.3 of the Spanish Corporate Income Tax Act. Set out below is a breakdown of the total amounts deducted under article 12.3 of the Corporate Income Tax Act:

Company Total amounts deducted at 31/12/2009

Regularisation of 2009 CIT due to variation in

equity for the year

Amounts to be added at 31/12/2010

APR (2,412) 2,412 -

AUSOL (147,548) - (147,548)

Finally, the Company has added to the 2010 taxable income the balance pending application of Temporary Provision 28 of the Spanish Corporate Income Tax Act. The total balance for this item, and the amounts added and to be added to taxable income under this Provision are as follows:

Total balance to be deferred 31/12/2009

Amount added in 2008

Amount added in 2009

To be added in 2010

(21,483) 7,161 10,947 3,375

18. INCOME AND EXPENSES

a) Net turnover

abertis operates in five business sectors: motorway concessions, telecommunications, airports, car parks and logistics estates. As parent Company of the Group, the Company’s income relates basically to dividends and the provision of services to the Group companies (See Note 20.c).

The net turnover for ordinary activities breaks down geographically as follows:

Market

%

2010 2009

SpainLatin American and USARest of Europe

80.84.0

15.2

86.72.7

10.6

100.00 100.00

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b) Staff costs

The breakdown of this account is as follows:

2010 2009

Wages and salaries 19,975 20,634

Social Security contributions 1,902 1,862

Pension costs:

- Defined contribution plans (see Note 15.a) 1,260 860

- Defined benefit plans (see Note 15.b) 865 719

Share-based payments (see Note 15.c) 1,689 1,327

Other 1,348 493

Staff costs 27,039 25,895

The average number of employees during the year by job category is as follows:

2010 2009

Permanent:

- Directors 2 2

- Senior Managers 25 18

- Managers and heads 41 46

- Other employees 110 99

Temporary employees 2 5

180 170

Furthermore, the breakdown by gender at the year end of Company personnel is as follows:

2010 2009

Men Women Total Men Women Total

Permanent:

- Directors 2 - 2 2 - 2

- Senior Managers 22 4 26 16 2 18

- Managers and heads 23 15 38 28 18 46

- Other employees 31 85 116 34 70 104

Temporary employees - - - 3 3 6

78 104 182 83 93 176

c) Results of disposals of fixed assets

2010 2009

Property, plant and equipment 1,963 2,765

1,963 2,765

d) Financial results

The breakdown of financial income and expenses is as follows:

2010 2009

- Income from loans to Group companies and associates (see Note 20.c)

153,088 164,035

- Interest income and others 3,665 660

- Income from sale of derivative financial instruments 17,771 20,861

Financial income 174,524 185,556

- Interest on loans with Group companies and associates (see Note 20.c)

(18,251) (21,161)

- Interest on loans with credit entities and others (204,465) (201,683)

- Expense from sale of derivative financial instruments (47,807) (31,511)

Financial expenses (270,523) (254,355)

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”Variation in fair value of financial instruments” is as follows:

2010 2009

Profit (loss) on hedging instruments (7,339) 1,981

(7,339) 1,981

This account includes mainly the net impact deriving from the hedge accounting of net foreign investments (see Notes 8.a and 10)

The breakdown in the translation difference recognised during the year by financial instrument is as follows:

2010 2009

Transactions settled during the year:

Loans and trading operations 3,182 61

3,182 61

Outstanding and unmatured balances:

Loans (2,486) 865

(2,486) 865

696 926

e) Transactions in non-Euro currency

The amounts of the transactions in non-Euro currency are as follows:

2010 2009

Services received 2,609 1,684

Services rendered 2,571 2,070

19. CONTINGENCIES AND COMMITMENTS

Contingent liabilities

At 31 December 2010, the Company has given guarantees to third parties provided by financial institutions totalling Euros 273,435 thousand (Euros 252,473 thousand in 2009), which relate, mainly, to guarantees given by financial institutions before Governments for certain commitments (investments, operations of services, financing, taxes, etc.) assumed by the Company subsidiaries and others. These commitments are not expected to generate significant costs.

Furthermore, the Company has given guarantees to its subsidiary company aulesa totalling Euros 41 million (Euros 42 million in 2009) for a certain financial agreement that the latter has entered into.

20. TRANSACTIONS WITH RELATED PARTIES

a) Directors and Senior Management

Annual remuneration of the Board Members for their services to the Board of Directors of the Company is fixed as a share in the liquid profits. It can only be paid out once the payment of dividends and transfers to reserves that the Law establishes are covered and cannot exceed, under any circumstances, two percent of the profits. The Board of Directors may distribute this sum amongst its members in the form and amount it decides. The remuneration paid to directors of Abertis Infraestructuras, S.A., as members of the Board of Directors and their relevant committees, totalled Euros 1,875 thousand in 2010 (Euros 2,417 thousand in 2009), which is less than the statutory limit.

Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was Euros 4,513 thousand (Euros 4,827 thousand in 2009), which corresponds to fixed and variable remuneration.

Furthermore, other benefits that Board Members of Abertis Infraestructuras, S.A. have received are contributions for pension obligations and life insurance, totalling Euros 256 thousand and Euros 57 thousand, respectively (Euros 140 thousand in life insurance in 2009).

Remuneration in 2010 of the members of Senior Management, understood as being the managing directors and senior personnel of abertis that carry out their management functions under direct control of the Board of Directors, Executive Committee, Executive Chairman or Chief Executive Officer of Abertis Infraestructuras, S.A., taking into account the changes in the organizational structure, totalled Euros 3,397 thousand (Euros 2,200 thousand in 2009).

In addition, members of Senior Management have received as other benefits contributions related to pension and life insurance obligations totalling Euros 330 thousand and Euros 215 thousand, respectively (Euros 245 thousand and Euros 148 thousand in 2009).

Abertis Infraestructuras, S.A. has remuneration systems linked to the evolution of the Company’s share price as mentioned in Notes 4.9.b) and 15.c).

167 CSR AAAR

b) Other information referring to the Board of Directors

In accordance with the provisions of article 229 and 230 of the Spanish Corporate Entities Act, designed to increase the transparency of listed companies, and publishing disclosure from directors, we set out below the companies with the same, similar or complementary activity as that of Abertis Infraestructuras, S.A. in which members of the Board of Directors or persons related to them, have direct or indirect shareholdings, or undertake functions, as the case may be, as well as the offices held in companies with the same, analogous or complementary activity as that which constitutes the corporate purpose of Abertis Infraestructuras, S.A., are set out below:

Name or registered


Name of the company

Activity%



Autopistas, Concesionaria Española, S.A.



Executive Officer

Abertis Autopistas España, S.A.




Estado


--- Board Member

Autopistes de Catalunya, S.A.

Concessionària de la Generalitat de Catalunya, Aucat



Acesa Italia, S.r.L.Holding company

motorways---

Chairman (until 15.04.10)

Brisa Auto-estradas de Portugal, S.A.


--- Board Member

Name or registered


Name of the company

Activity%



Infraestructures Viàries de Catalunya,

S.A.

Construction, maintenance and operation of toll

motorways under concession



Car park operations ---Chief Executive

Officer

Areamed 2000, S.A.Service area operations

--- Vice-Chairman

Parc Logístic de la Zona Franca, S.A.


--- Vice-Chairman

Centro Intermodal de Logística, S.A.


--- Vice-Chairman


Telecommunications services


Executive Officer

Retevisión I, S.A.Telecommunications



Tradia Telecom, S.A.Telecommunications



Abertis Airports, S.A.

Development, construction,

management and operation of airports


Airports Mexicanos del Pacífico (AMP)

Airport activities --- Administrator

Grupo Aeroportuario del Pacífico (GAP)

Holding company and technical

assistance--- Administrator

Isidro Fainé Casas

Telefónica, S.A. Telecommunications 0.0095 Vice-Chairman

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Name or registered


Name of the company

Activity%


Florentino Pérez Rodríguez


y Servicios, S.A. (through Inversiones

Vesan, S.A.)


12.52 (*) Chairman and Chief Executive Officer


et de l’est de la France (sanef)


---Board Member (until 16.12.10)

G3T, S.L.Iberpistas, S.A.

Concesionaria del Estado


--- Board Member

Francisco Reynés Massanet

Autopista Vasco Aragonesa,

Concesionaria Española, S.A.

(avasa)


--- Board Member

Eutelsat Communications

Satellite operator ---Board Member (from 22.06.10)

Hispasat, S.A. Satellite operator ---Board Member (from 22.07.10)

TBI, Ltd.Airport holding

company---

Board Member (from 11.02.10)




---Board Member (from 16.12.10)

Marcelino Armenter


Spouse and children


Javier Echenique Landiribar

(until 25.10.10)


Servicios, S.A.


--- Board Member

Name or registered


Name of the company

Activity%




Servicios, S.A.


0.108Corporate General

Manager


Telecommunications services

--- Board Member


Car park operations --- Board Member

ACS, Servicios y Concesiones, S.L


--- Board Member

ACS, Servicios, Comunicaciones y

Energia, S.L.

Services, communications and

energy--- Board Member

Clece, S.A. Integrated services --- Board Member

Dragados, S.A.Construction and


Hochtief A.G.Construction and


Iridium Concesiones de Infraestructuras,

S.A.

Infrastructure concessions

--- Board Member

Urbaser, S.A. Environment --- Board Member

Xfera Móviles, S.A.Telecommunications

services--- Chairman

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Name or registered


Name of the company

Activity%



ACS Telefonía Móvil, S.L.

Holding company ---



Áurea Fontana, S.L. Holding company ---



Cariátide, S.A. Holding company ---



Corporate Funding, S.L.

Holding company ---



Mayor Assets, S.L. Holding company ---



Name or registered


Name of the company

Activity%



Novovilla, S.A. Holding company ---



PR Pisa, S.A. Holding company ---



Residencial Monte Carmelo, S.A.

Holding company ---



Roperfeli, S.A. Holding company ---



170 CSR AAAR

Name or registered


Name of the company

Activity%



Villa Áurea, S.L. Holding company ---



Villanova, S.A. Holding company ---



Antonio García Ferrer

(Representative of the Board

Member Comunidades Gestionadas, S.A., Board

Member until 25.10.10)


Servicios, S.A.


0.032Executive Vice-

Chairman

ACS, Servicios y Concesiones, S.L


--- Board Member

Miguel Angel Gutiérrez Méndez

Telefónica Internacional

Telecommunications --- Board Member

Telesp-Brasil Telecommunications --- Board Member

Ernesto Mata López


del Estado


--- Board Member

Name or registered


Name of the company

Activity%


Enric Mata Tarragó


Car park operations ---

Representative of the Board Member



Public car park --- General Manager

Braulio Medel Cámara

(until 25.10.10)Iberdrola, S.A. Telecommunications 0.001 Board Member

Julio Sacristán Fidalgo

(until 25.10.10)


del Estado


--- Board Member

Pablo Vallbona Vadell


Servicios, S.A.


0.0085 Vice-Chairman


Estado


--- Chairman

(*) Inversiones Vesan, S.A. is an equity company of Mr. Florentino Pérez, through his fully owned investee company ROSAN

INVERSIONES, S.L. (NIF B78962099) and has a 12.52% stake in ACS, Actividades de Construction y Servicios, S.A.

Furthermore, in accordance with the provisions of article 229 of the Spanish Corporate Entities Act, the directors and persons related to them have disclosed that they do not have any direct or indirect conflicts of interest with the company, except for Mr. Isidro Fainé Casas, Mr. Marcelino Armenter Vidal, Mr. Ricardo Fornesa Ribó, Mr. Manuel Raventós Negra and Mr. Leopoldo Rodés Castañé, proprietary shareholders proposed by “la Caixa”, who have abstained from intervening in resolutions or decisions relating to financing operations involving the aforementioned related party.

171 CSR AAAR

c) Group companies and associates

The financial assets and liabilities of the Company with abertis group companies and associates, except for equity instruments (see Note 8.b), are as follows:

31 December 2010

Financial assets Financial assets

Credits and other financial assets

Receivable: Group

companies and associates Debts

Long-term Short-term Short-term Long-term Short-term

acesa 1,174,500 149,450 - 349 -

aucat 346,190 7,184 - - -

aumar 264,116 16,007 538 308 -

iberpistas 939,826 32,455 - 226 6,833

castellana - 163,365 - 1 -

aulesa - - - 13 -

avasa - - - 18 -

HIT - 155 - - 63

Autopistas del Sol

-- 3,044

- -

Coviandes - - 52 - -

gicsa - - - - 145

acesa Italia - - - - 28,294

abertis autopistas

5,191 2,062 - 767 580

abertis SGPS - - 5 - -

abertis USA - - - - 31

abertis telecom

1,295,47732,436 5

-38,828

retevisión - - 296 639 66,993

tradia 36,490 402 - 792 75

overon - - 113 - -

abertis Airports

206,146 20,413 1 387 4,545

tbi - - 7 - -

31 December 2010



Receivable: Group



dca 37,773 2,082 - - -

saba 126,953 3,437 - 525 -

saba Italia 46,000 - 432 - -

saba Inmobiliaria

- 5,262 - - 315

satsa - 179 - - -

Santa Caterina 10,444 114 - - 5

abertis logística

171,461 1,861 - 363 4,195

Areamed - - 2 - -

sevisur - - - 18 -

Abertis Finance BV

- 33 - 375,799 126,177

serviabertis - 244 5 235 4,135

abertis México 2 - - -

invin (1) - - - 27,692 -

Parc Logístic 2 - - - -

Abertis Infraestructuras Chile

641 - 149 - 10,337

abertis autopistas Central

- - 88 - -

abertis Americana

- 1 - - -

Infraestructures Viàries de Catalunya

- - - - 3

Total 4,661,210 437,144 4,737 408,132 291,554

(1) Balances in Chilean Pesos translated into Euros at the year end exchange rate.

172 CSR AAAR

31 december 2009



Receivable: Group



acesa 1,020,000 113,967 3 311 -

aucat 368,039 8,235 - - -

aumar 327,066 19,807 3 250 -

iberpistas 913,084 8,435 116 188 3,227

castellana - 177,522 - - 2,111

aulesa - - - 30 56

Accesos de Madrid

-- 195

- -

HIT - - - - 119,579

sanef - - 81 - 87

Abertis Motor. UK

- 563 38 - -

Autopistas del Sol

-- 1,800

- -

Coviandes - - 42 - -

abertis USA - - - - 94

gicsa - - - - 156

acesa Italia - - - - 28,875

abertis autopistas

5,342 347 - 397 1,065

abertis SGPS - - (1,265) - -

abertis telecom

1,319,604 32,775 - - 36,123

retevisión 6,714 131 - 448 481

tradia 42,111 657 - 491 -

abertis Airports

206,146 14,257 44 228 4,340

ACDL (1) - 10,749 - - -

tbi - - 8 - -

31 december 2009



Receivable: Group



dca 37,990 1,582 - - 463

saba 130,097 4,094 187 382 -

saba Italia 35,000 - 380 - -

saba Inmobiliaria

- 5,206 - - -

satsa - 186 - - -

Santa Caterina 10,394 113 - - 25

abertis logística

165,760 1,588 29 231 1,606

Areamed - - 1 - -

sevisur - - - 12 -

Abertis L. Portugal

- - - - 7,502

Abertis Finance BV

- 30 - 498,252 3,377

serviabertis - 5,430 - 165 815

abertis Chile 641 - 26 - 63,817

invin (2) - - - 8,848 14

abertis autopistas Chile

- 63,287 - - 9,000

Infraestructures Viàries de Catalunya

- - - - 1

Total 4,587,988 468,961 1,688 510,233 282,814

(1) Balances in Pounds Sterling translated into Euros at the year end exchange rate.

(2) Balances in Chilean Pesos translated into Euros at the year end exchange rate.

173 CSR AAAR

The long-term payable balances with Abertis Infraestructuras Finance BV have the same maturities (between 2011 and 2039) and amounts as the bonds issued in foreign currency of this investee company.

Both credit facilities and loans accrue a market interest rate.

All commercial transactions are carried out at arm’s length.

“Credits and other financial assets” (short-term) and “Financial liabilities” (short-term), include an amount of Euros 68,810 thousand and Euros 55,972 thousand, respectively, for receivable and payable balances with Group companies as a result of the tax effect generated by the tax consolidation regime (see Note 17).

The debts with Group companies and associates mature as follows:

31 December 2010


2011 2012 2013 2014 2015Years

beyond Total

Debts with Group companies and associates

291,554 20,312 7,866 24,027 1,791 354,136 408,132 699,686

31 diciembre 2009

Current Non-current

Total2010 2011 2012 2013 2014

Years beyond Total

Debts with Group companies and associates

282,814 122,516 8,977 462 24,206 354,072 510,233 793,047

The Company’s transactions with abertis group companies and associates are as follows:

31 December 2010

Income Expenses

Services rendered

and other revenues

Interest received

Shareholding in capital

Services received

Interests paid

acesa 6,521 12,153 382,036 1 -

aucat 824 9,488 - - -

aumar 4,005 4,771 111,920 - -

iberpistas 1,089 29,685 60,000 - -

castellana - 2,931 - - -

avasa 1,201 1 - - -

HIT - - 73,049 - 1,681

sanef 1 - - 153 -

apr 70 - - - -

Autopista del Sol 1,538 - - - -

Coviandes 566 - 12,578 - -

P.O. Operational - - 525 - -

abertis USA - - - 584 -

Abertis Portugal SGPS 55 - 33,000 - -

abertis Chile 412 - - - -

acesa Italia - - - - 129

gicsa - - - - 1

abertis autopistas 19 247 - - 1

abertis telecom 49 65,846 - - -

retevisión 4,731 4 - - 270

tradia 1,090 1,690 - - -

overon 96 - - - -

abertis Airports 1,615 8,952 - - -

ACDL - 29 - - -

dca - 1,647 - - 1

codad - - 12,637 - -

saba 945 5,413 - - -

saba Italia - 1,540 - - -

174 CSR AAAR

31 December 2010

Income Expenses

Services rendered

and other revenues

Interest received


Services received

Interests paid

saba Inmobiliaria - 93 - - -

Santa Caterina - 439 - - -

abertis logística 146 7,091 - - -

Areamed 8 - - - -

abertis logística Portugal

- - - - 7

Abertis Finance BV - 1,033 2,581 - 15,511

invin 91 1 - - 646


467 - - - -

cpl - 1 - - -

serviabertis 147 33 - 7,567 4

Total 25,686 153,088 688,326 8,305 18,251

31 December 2009

Income Expenses

Services rendered and other revenues

Interest received


Services received

Interests paid

acesa 6,572 19,756 353,313 - 207

aucat 986 13,148 - - -

aumar 4,551 10,272 120,127 - 54

iberpistas 1,803 26,338 60,000 - 59

castellana 1 3,381 - - -

Accesos de Madrid 168 - - - -

HIT - - 67,305 - 2,114

sanef 81 - - 200 -

apr 248 - 1,374 - -

31 December 2009

Income Expenses


Interest received


Services received

Interests paid

Abertis Motorways UK - 38 564 - -

Autopista del Sol 1,464 - - - -

Coviandes 436 - 9,619 - -

P.O. Operational - - 625 - -

abertis USA - - - 761 -

abertis Portugal SGPS

65 4 - - -

abertis Chile 80 - - - -

acesa Italia - - - - 167

gicsa - - - - 2

abertis autopistas 20 3 - 23 11

abertis telecom 111 65,333 - - 1

retevisión 4,769 430 - - 11

tradia 1,112 2,063 - 51 -

overon 101 - - - -

Torre Collserola - - - 4 -

abertis Airports 2,111 7,087 - - -

ACDL - 120 - - -

dca - 1,667 - - -

codad - - 4,058 - -

saba 1,102 4,309 - - -

saba Italia - 2,216 - - -

saba Inmobiliaria - 104 - - -

parbla - 215 - - -

Santa Caterina - 451 - - -

abertis logística 302 5,679 - - -

Areamed 3 - - - -

abertis logística Portugal

- - - - 171

175 CSR AAAR

31 December 2009

Income Expenses


Interest received


Services received

Interests paid

Abertis Finance BV - 1,197 - - 18,208

invin 23 - - - 156


169 - - - -

serviabertis 154 224 - 8,088 -

Total 26,432 164,035 616,985 9,127 21,161

d) Other related companies

As per the 2007 Chart of Accounts, shareholders (in addition to Group companies and subsidiaries mentioned in the previous heading) of Abertis Infraestructuras, S.A. that have a significant influence on the Company, with the right to appoint a director or an interest greater than 5% are classified as related companies.

In addition to the dividends paid to shareholders, the breakdown of the outstanding balances with significant shareholders is as follows:

Balances

31 December 2010

Financial assets Financial liabilities

Loans Other financial assets Debts

Long-term Short-term Long-term Short-term Long-term Short-term

“la Caixa” - - - - 172,515 -

Unicaja - - - - 90,008 3

Total - - - - 262,523 3

31 December 2009

Financial assets Financial liabilities

Loans Other financial assets Debts

Long-term Short-term Long-term Short-term Long-term Short-term

“la Caixa” - - - - 171,250 -

Unicaja - - - - 40,008 -

Total - - - - 211,258 -

Acquisition of assets and services

Of the total interest and expenses paid during the year to financial institutions, Euros 18,713 thousand relate to financial expenses for operations with related financial institutions (Euros 15,225 thousand in 2009).

Furthermore, of the total interest charged during the year to financial entities, Euros 373 thousand relate to financial income from related party transactions (Euros 1,283 thousand in 2009).

Additionally, other services from related companies have been received totalling Euros 265 thousand (Euros 160 thousand in 2009).

Financial swaps

The financial swaps contracted with related entities for exchange and/or interest rate hedges total a notional amount of Euros 516,178 thousand (Euros 562,599 thousand in 2009).

Financing of retirement obligations

Contributions totalling Euros 1,202 thousand (Euros 1,027 thousand in 2009) have been made to an insurance policy written by a related company in order to meet the post-employment obligations of the Group, and there are also related assets to that policy totalling Euros 380 thousand (Euros 1,681 thousand in 2009). See Note 15.b.

Commitments and contingencies

The limit on credit facilities granted by related entities and not drawn down totals Euros 188,732 thousand (Euros 100,000 thousand in 2009).

Guarantees have been given to related entities with a limited of Euros 129,391 thousand (Euros 144,391 thousand in 2009), which at the year end were drawn down in the amount of Euros 102,391 thousand (Euros 102,391 thousand in 2009).

176 CSR AAAR

21. ENVIRONMENT

At 31 December 2010, abertis, as parent company of the Group, does not have any major assets used to protect or improve the environment and has not incurred any relevant expenses of this nature during the year. Furthermore, during the year ended 31 December 2010 no environment-related grants have been received.

However, the criteria of the Group is to give maximum attention to the environmental protection and conservation activities, and each subsidiary company adopts the necessary measures to minimise the environmental impact of the infrastructures managed in order to achieve the maximum possible integration into their respective surroundings.

22. SUBSEQUENT EVENTS

In January 2011 abertis (acting through its Italian subsidiary Acesa Italia S.r.l, of which it is the sole shareholder) sold its stake (6.68%) in Atlantia S.p.A. for a price of Euros 625,558 thousand, generating in 2011 a gain for consolidation purposes of Euros 150,706 thousand.

As a consequence, abertis has no holding whatsoever in Atlantia.

23. OTHER INFORMATION

a) Auditors’ fees

Fees received by PricewaterhouseCoopers Auditores, S.L. for auditing and other services total Euros 160 thousand (Euros 205 thousand in 2009) and Euros 301 thousand (Euros 311 thousand in 2009), respectively.

In addition, the fees accrued during the year to other companies using the PwC mark for tax advisory and other services rendered to the Company totalled Euros 70 thousand (Euros 65 thousand in 2009) and Euros 60 thousand (Euros 254 thousand in 2009), respectively.

b) Disclosure on deferral of payment to suppliers. Additional Provision Three “Duty of Disclosure” under Law 15/2010/5 July.

The Company has brought its terms of payment into line with the provisions of Law 15/2010/5 July. At 31 December 2010 the outstanding trade payable balance older than the legal limit of payment totals Euros 378 thousand, as a result of one-off deviations which, as a whole, represent a maximum of 2 days deviation against the maximum term.

177 CSR AAAR

Direct shareholdings in Group companies and associates

Company Registered office Activity Auditors

Shareholding

Share capital

Reserves (*) (after deducting

interim dividend)


Dividends receivedNet value %

Abertis Infraestructuras Finance, B.V.Prins bernhardptin, 200 1097JB Ámsterdam (Netherlands)

Financial servicesPwC

2,000 100.00% 18 2,117 275 2,581

Serviabertis, S.L. Av. Parc Logístic, 12-20 BarcelonaManagement, administration and technology services

PwC 12,003 100.00% 10,000 4,668 2,787-

Toll motorway operations

Autopistas, C.E.S.A. (acesa) Av. Parc Logístic, 12-20 Barcelona Toll motorway operator PwC 647,222 100.00% 411,465 (222,232) 358,423382,036

Autopistas Aumar, S.A.C.E. (aumar) Paseo de la Alameda, 36, Valencia Toll motorway operator PwC 591,587 100.00% 213,595 153,150 100,196 111,920

iberpistas, S.A.C.E. Pío Baroja, 6, Madrid Toll motorway operator PwC 223,560 100.00% 50,000 118,352 53,746 60,000

Abertis Motorways UK, Ltd. (1)Hill House, 1 Little New Street, Londres EC4A 3TR United Kingdom

Holding company PwC 23,363 100.00% 11,617 1,273 582-

Abertis Infraestructuras Chile Limitada (abertis Chile) (1)

El Golf 150, piso 6, Las condes. Santiago. Chile

Toll motorway operator PwC 110,199 100% (2) 101,041 (5,336) (6,945)-

Abertis USA Corp.(1)1737 H Street NW, Suite 200 Washington DC, 20006

Development and management of transport and communication infrastructures

- 434 100.00% 374 126 29-

Abertis Autopistas España, S.A. Av. Parc Logístic, 12-20 BarcelonaStudy, development and construction of civil infrastructure

PwC 1,473 100.00% 1,000 408 792-

Abertis Portugal SGPS, S.A. Rua General Norton de Matos 21-A Arquiparque Algés Oeiras (Portugal)

Holding company PwC 582,194 100.00% 1,841 501,700 26,885 33,000

Abertis México, S.L. Av. Parc Logístic, 12-20 BarcelonaConstruction, maintenance and operation of toll motorways under concession

- 3 100.00% 3 (1) --

Gestión Integral de Concesiones S.A.(gicsa)

Av. Parc Logístic, 12-20 BarcelonaAdministration and management of infrastructures

PwC 60 100.00% 60 100 (13)-

Infraestructuras Viàries de Catalunya, S.A. Av. Parc Logístic, 12-20 Barcelona

Construction, maintenance and operation of toll motorways under concession

PwC 61 100.00% 61 (3) (7)-

Autopistas de Puerto Rico y Compañía, S.E. (APR)

Montellanos Sector Embalse San José San Juan de Puerto Rico 00923 (Puerto Rico)

Infrastructure concessionaire PwC 22,417 100.00% 1,125 (71,557) 1,022-

Inversora de Infraestructuras S.L. (Invin, S.L.)

Av. Parc Logístic, 12-20 Barcelona Holding company PwC 583,614 57.70% 112,626 40,688 (303)-

This appendix forms an integral part of Note 8 to the 2010 consolidated annual accounts together with which it must be read. Translation of aggregates of foreign currency at the year end exchanger rate.

Appendix to the Notes to the Annual Accounts for the Year 2010 (thousand Euros)

178 CSR AAAR

Company Registered office Activity Auditors

Shareholding

Share capital


interim dividend)


Dividends receivedNet value %

Concesionaria Vial de los Andes, S.A. (COVIANDES) (1)

Avenida calle 26 59-41. Piso 9 (edificio CCI). Santafé de Bogotá (Colombia)

Infrastructure concessionaireOther

auditors18,563 40.00% 10,696 (28,096) 50,624

12,578

Pt Operational Services Limited (PTY)Yorkor Park, 86 Watermeger street, Pretoria. South Africa

Operations and maintenanceOther

auditors- 33.30% - 414 2,693

525

Autopistas del Sol, S.A. (AUSOL)Ruta Panamericana; 2451 Boulogne (B1609JVF) Buenos Aires (Argentina)

Toll motorway operatorsPwC/ Other

auditors- 31.59% 33,036 (165,717) 66,083

-

Autopistas CorporationMontellanos Sector Embalse San José San Juan de Puerto Rico 00923 (Puerto Rico)

Administration and management of infrastructures

- - 100.00% 748 1,325 --

Holding d’Infrastructures de Transport, S.A.S

30, Boulevard Gallieni 92130 Issy-les-Moulineaux Francia

Holding company PwC 931,339 52.55% 1,512,268 (3) 200,650 (3) 176,325 (3) 73,049

Abertis Americana, S.L.Av. Parc Logístic, 12-20 Barcelona

Dormant - 3 100.00% 3 - --

Abertis USA Holding LLC1737 H Street NW, Suite 200 Washington DC, 20006

Dormant - - 100.00% - - --

Constructora de Infraestructura Vial, S.A.S.

Avenida calle 26 59-41. Piso 9 (edificio CCI). Santafé de Bogotá (Colombia)

Administration and management of infrastructures

Other auditors

8 40.00% 20 - 2,748-

Telecommunications

Abertis telecom, S.A. Av. Parc Logístic, 12-20 Barcelona Telecommunications servicesOther

auditors 326,433 100.00% 300,000 8,125 10,124

-

Airports

Abertis Airports. S.A.Av. Parc Logístic, 12-20 Barcelona

Development, construction, management and operation of airports

PwC 34,704 100.00% 5,120 15,497 (6,479)-

Airport Concesion and Development Limited (ACDL) (1)

Brittania House, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Holding company PwC 576,691 90.00% 63,539 565,804 16,661-

Compañía de Desarrollo Aeropuerto Eldorado, S.A.(codad) (1)

Aeropuerto El Dorado, Muelle Internacional piso 2 Costados Sur Bogotá D.C. Colombia

Airport construction and maintenance

PwC 45,751 85.00% 14,242 43,611 6,050 12,637

Car parks

Saba Aparcamientos, S.A. (saba) Av. Parc Logístic, 12-20 Barcelona Car park operations PwC 232,125 99.48% 18,243 174,218 13,414-

Logistics

Abertis Logística, S.A. Av. Parc Logístic, 12-20 BarcelonaLogistics development and technical assistance

PwC 111,993 100.00% 69,832 49,865 (3,261)-

5,077,800 688,326


179 CSR AAAR

Indirect shareholdings

Company Registered Office Activity Auditors% Indirect

shareholding

Company holding the indirect

interest Share capital


interim dividend)


Through AUTOPISTAS, C.E.S.A.:

Acesa Italia, S.R.L. Via delle Quatro Fontane, 15. Roma (Italy) Holding company PwC 100.00% acesa 20,400 562,666 29,694

Autopistes de Catalunya, S.A. (aucat) Av. Parc Logístic, 12-20 Barcelona Toll motorway operator PwC 100.00% acesa 96,160 (6,846) 33,949

Grupo Concesionario del Oeste, S.A. (gco) (1) y (4)

Ruta Nacional nº7, km25,92 Ituzaingó (Argentina)

Toll motorway operator PwC 48.60% acesa 30,136 (20,516) 8,869

Túnel del Cadí, S.A.C. Carretera de Vallvidrera a St. Cugat Km 5,3. Barcelona

Toll motorway operatorOther

auditors37.21% acesa 105,504 28,589 4,589

Autopista Terrassa- Manresa, Concesionària de la Generalitat de Catalunya, S.A. (AUTEMA)

Autopista C-16 Km 41. Barcelona Toll motorway operator PwC 23.72% acesa 83,411 313,013 18,287

Atlantia, S.p.A. (5) y (6) Via A. Bergamini 50 Roma. Italy Toll motorway operatorOther

auditors6.68% acesa Italia 600,300 (6) 2,021,100 (6) 572,000 (6)

Through AUMAR, S.A.:

Ciralsa, S.A.C.E. Avda. Maisonnave, 41. AlicanteConstruction, maintenance and toll motorway operations

Other auditors

25.00% aumar 50,167 11,834 (8,823)

Through IBERPISTAS, S.A.C.E.:

Castellana de Autopistas, S.A.U.C.E. Pío Baroja, 6. Madrid Toll motorway operator PwC 100.00% iberpistas 64,000 (58,176) (13,349)

Autopistas de León, S.A.C.E. (aulesa)Villadangos del Páramo. Ctra. Santa María del Páramo. León

Toll motorway operator PwC 100.00% iberpistas 34,642 (7,470) (557)

Autopistas Vasco-Aragonesa, C.E.S.A. (avasa)

Barrio de Anuntzibai, s/n 48410 Orozco. Vizcaya

Toll motorway operator PwC 100.00% iberpistas 237,095 16,801 28,595

Autopista Trados-45, S.A. (TRADOS-45) Ctra. M-203 P.K. 0,280. Madrid Toll motorway operator PwC 50.00% iberpistas 25,069 27,340 11,537

Alazor Inversiones, S.A.Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de Odón. Madrid

Holding companyOther

auditors35.12% iberpistas 223,600 (39,760) (9,338)

Infraestructuras y Radiales, S.A. (IRASA)Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de Odón. Madrid

Infraestructure administration and management

Other auditors

30.00% (7) iberpistas/ avasa 11,610 (123,440) (14,457)

M-45 Conservación, S.A. Ctra. M-203 P.K. 0,280. MadridToll motorway conservation and maintenance

Other auditors

25.00% Trados 45 553 - -

Accesos de Madrid, C.E.S.A.Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de Odón. Madrid


auditors35.12% Alazor Inversiones 223,600 (37,587) (10,859)

Autopista del Henares, S.A.C.E. (HENARSA)

Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de Odón. Madrid


auditors30.00%

Infraestructuras y Radiales

96,700 (4,879) (6,363)

Erredosa Infraestructuras, S.A. (ERREDOSA)

Carretera M-50, Km 67,5 Area de Servicio la Atalaya Villaviciosa de Odón. Madrid

Infraestructure administration and management

Other auditors

30.00%Infraestructuras y

Radiales61 (15) (3)


180 CSR AAAR


shareholding




interim dividend)


Through abertis autopistas España:

Areamed 2000, S.A.Avda. Diagonal, 579-587 5ª planta 08014 Barcelona

Service area operationsOther

auditors50.00%

abertis autopistas España

70 10,795 (1,207)

Through Abertis Motorways Uk Ltd:

Road Management Group (RMG)The Old Brew House, 130 High Street Old Working Surrey, GU22 9JN England

Toll motorway operator PwC 33.33%Abertis Motorways

Uk Limited29,432 (11,080) (1,101)

Through Abertis Chile (1):

Abertis Logística Chile El Golf 150, piso 6, Las condes. Santiago. ChileConstruction and operation of logistics facilities

PwC 100.00% abertis Chile 10,404 (912) 1,180

Abertis Autopistas Chile Ltda. El Golf 150, piso 6, Las condes. Santiago. Chile Holding company PwC 100.00% abertis Chile 174,662 240 (163)

Gestora de Autopistas, S.A. (gesa) El Golf 150, piso 6, Las condes. Santiago. Chile Toll motorway operator PwC 100% (8)

abertis Chile/ abertis autopistas

Chile1,232 624 1,803

Sociedad Concesionaria del Elqui, S.A. (elqui) El Golf 150, piso 6, Las condes. Santiago. Chile Toll motorway operator PwC 100% (9)

abertis Chile/ abertis autopistas

Chile70,320 137,647 24,835

Through Invin, S.L. (1):

Ladecon, S.A. El Golf 150, piso 6, Las condes. Santiago. Chile Investment company PwC 57.70% Invin, S.L. 44,589 (1,504) 22

Inversiones Nocedal, S.A. El Golf 150, piso 6, Las condes. Santiago. Chile Investment ocmpany PwC 57.70% Invin, S.L. 69,971 3,126 (1,547)

Operadora del Pacífico, S.A. Km. 17,900 Ruta 68, Pudahuel, Santiago operations and conservation PwC 78.85% (10) abertis autopistas Chile / Invin, S.L.

160 (893) 8,477

Sociedad Concesionaria Autopista Central

San José nº 1145, San Bernardo, Santiago Toll motorway operatorOther

auditors28.85 (11) Inversiones Nocedal/

Invin, S.L.94,852 (58,578) 780

Sociedad Concesionaria Rutas del Pacífico, S.A.

Km.17,900 Ruta 68, Pudahuel, Santiago Toll motorway operator PwC 78.85% (12) abertis autopistas Chile /Ladecon SA

81,508 (48,582) 12,720

Rutas II, S.A. Km. 17,900 Ruta 68, Pudahuel, SantiagoDevelopment, execution and administration of all types of real estate projects.

PwC 78.85% (12) abertis autopistas Chile / Ladecon, S.A.

343 (86) (29)

Through Holding d’Infrastructures de Transport, S.A.S. (1)

sanef (Sociétes des Autoroutes du Nord-Est de la France)

30, Boulevard Galliéni 92130 Issy-les-Moulineaux France

Toll motorway operatorPwC/ Other

auditors52.55%

Holding d’Infrastructures de

Transport, S.A.S 53,090 831,860 280,035

HIT Finance BV Rokin 55, 1012 KK Amsterdam. Netherlands Holding company PwC 52.55%Holding


2,000 7 477


181 CSR AAAR


shareholding




interim dividend)


sapn (Société des autoroutes Paris-Normandie)

30, Boulevard Galliéni 92130 Issy-les-Moulineaux France

Toll motorway operator PwC52.53%

sanef 14,000 346,362 37,593

sanef d.o.o Savska 106 10000 Zagreb. Croatia. Engineering servicesPwC

52.55% sanef 3 145 (12)

eurotoll30, Boulevard Galliéni 92130 Issy-les-Moulineaux France

Toll transaction processingPwC

52.55% sanef 3,000 924 493

bet eire flowBuilding Cloushaugh Business & Technology Park Dublin 17 Ireland

Design and maintenance of tolling infrastructures

PwC 42.04% sanef - (7,209) 1,651

Slovtoll, s.r.o. Strakova, 1 811 01 Bratislava Slovakia Engineering services PwC 52.55% sanef 33 66,238 764

Santoll, s.r.o. Strakova, 1 811 01 Bratislava Slovakia Toll transaction processing PwC 52.55% sanef 7 95 173

sanef TollingPriory Park, Bunkers Hill Abeford, Leeds LS25 3DF England

Toll transaction processingPwC

36.79% sanef - 54 332

sanef Concession30, Boulevard Galliéni 92130 Issy-les-Moulineaux France

Dormant PwC 52.48% sanef 37 (8) (4)

sanef aquitaine30, Boulevard Galliéni 92130 Issy-les-Moulineaux France

Toll motorway operations and management

PwC 52.55% sanef 500 (42) 249

sea14 Route de Sartrouville 78 Montesson FranceToll motorway operations and management

PwC 52.53% sapn 37 327 217

A’lienor 40, rue de Liège 64000 Pau- France Toll motorway concessionaireOther

auditors18.39% sanef 190,020 91,198 (915)

Alis35, rue des Chanteriers 78000 Versailles. France

Toll motorway concessionaireOther

auditors10.34%

(13) sanef / sapn 2,850 245,411 (20,850)

Routalis SAS11, avenue du Centre 78280 Guyancourt. France

Land transport infrastructure managementOther

auditors15.76% sapn 40 4 560

Through saba:

Saba Portugal Parque de Estacionamiento, S.A.

Guedes de Azevedo, 148-180. Porto (Portugal) Car park operations PwC 99.48% saba 6,000 24,003 480

Saba Italia, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) Car park operations PwC 99.48% saba 99,760 (2,579) (1,058)

Saba Estacionamientos de Chile, S.A. El Golf 150, piso 6, Las condes. Santiago. Chile Car park operations PwC 99.48% saba 23,000 2,996 (544)

Saba Inmobiliaria de Aparcamientos, S.L.

Avda. Parc Logístic, 12-20. Barcelona Car park operations PwC 99.48% saba 200 247 (734)

Concesionaria Plaza de la Ciudadanía, S.A.

Andrés Bello, 2777. Las Condes. Santiago (Chile)

Car park operations PwC 99.48% saba 2,977 1,268 1,001

Saba Estacionamientos do Brasil, LtdaRua da Consolaçao, 3º andar, sala 20ª, centro 01301 903 – Sao Paulo

Car park operations PwC 99.47% saba 1 - -

Saba Aparcament de Santa Caterina Avda. Parc Logístic, 12-20. Barcelona Car park operations PwC 99.48% saba 31 (426) 31


182 CSR AAAR


shareholding




interim dividend)


Societat d’aparcaments de Terrassa, S.A. (saba)

Plaça Vella, subsuelo. Terrassa Car park operations PwC 87.58% saba 5,093 1,620 1,059

Societat Pirenaica d’Aparcaments, S.A. (spasa)

Pau Casals, 7. Escaldes-Engordany (Principat d’Andorra)

Car park operationsOther

auditors59.69% saba 301 111 253

Saba aparcamientos de Levante, S.L. Avda. Parc Logístic, 12-20. Barcelona Car park operations PwC 49.74% saba 7,859 171 343

Las Mercedes Sociedad Concesionaria, S.L.

Las Mercedes s/n Las Arenas-Getxo. Vizcaya Car park operations PwC 33.16% saba 812 (1,236) (25)

sanef saba Parking France30, boulevard Galliéni 92130 Issy-les-Moulineaux France

Car park operations PwC 76.02% (14) saba/ sanef 187 (571) (1,462)

Liz Estacionamientos Guedes de Azevedo, 148-180. Porto (Portugal) Car park operations PwC 99.48% saba Portugal 500 1,863 (37)

Park Maggiore, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) Car park operations PwC 69.63% saba Italia 1,500 (79) (29)

Parcheggi Pisa Via delle Quatro Fontane, 15. Roma (Italy) Car park operations PwC 79.58% saba Italia 50 358 (725)

sipa Vía M. Fanti, 2/b Peruggia (Italy) Car park operations PwC 71.39% saba Italia 1,312 3,135 482

Parcheggio Largo Bellini, S.r.l. Via delle Quatro Fontane, 15. Roma (Italy) Car park operationsOther

auditors79.58% saba Italia 500 - (28)

Parcheggio Porta Trento, S.r.l. Via delle Quatro Fontane, 15. Roma (Italy) Car park operationsOther

auditors19.90% saba Italia 192 (20) (22)

Port Mobility Loc. Prato del Turco Civitavecchia (Italy)Car park operations Other

auditors9.95% saba Italia 1,610 (476) 32

Bologna & Fiera Scarl Via Maserati 16 Bologna. ItalyCar park operations Other

auditors12.43% saba Italia 13,000 320 (1,151)

Parcheggi Modena Vía Carlo Pisacane, 2 Carpi (Italy)Car park operations Other

auditors13.25% saba Italia 2,500 14 582

Metro Perugia Scarl Pian di Massiano Perugia (Italy) TransportOther

auditors14.42% sipa 891 (131) (42)

Semplicità SpA Corso Vannucci 10 Perugia (Italy) CommunicationsOther

auditors9.00% sipa 300 (77) 4

Saba Park Chile, S.A. El Golf 150, piso 6, Las condes. Santiago. Chile Car park operations PwC 99.36%Saba

Estacionamientos de Chile, S.A.

12,522 1,818 (478)

Concesionaria Subterra El Golf 150, piso 6, Las condes. Santiago. Chile Car park operations PwC 99.48%Saba


2,044 263 92


183 CSR AAAR


shareholding




interim dividend)


Concesionaria Subterra Dos El Golf 150, piso 6, Las condes. Santiago. Chile Car park operations PwC 99.48%Saba


1,244 68 (212)

Concesionaria Estacionamientos Paseo Bulnes, S.A.

El Golf 150, piso 6, Las condes. Santiago. Chile Car park operations PwC 99.36% saba Park Chile 376 64 122

Through ABERTIS LOGÍSTICA:

Sevisur Logística, S.A. Carretera de la Exclusa, 15. SevillaConstruction and operations of logistics facilities

PwC 60.00% abertis logística 17,220 3,617 839

Consorci de Plataformas Logísticas, S.A. (cpl)

Avda. Parc Logístic, 12-20. BarcelonaManagement and operations of logistics facilities

PwC 64.50% abertis logística 51,027 13,359 (388)

Parc Logístic de la Zona Franca, S.A. (PLZF)

Av. del Parc Logístic, 12-10. Barcelona.Development and operations of logistics facilities

Other auditors

50.00% abertis logística 23,742 3,659 1,231

Araba Logística, S.A. (ARASUR) Calle Zabalgana, 1 1º Of 2 01015. VitoriaConstruction and operations of logistics facilities

PwC 43.98% abertis logística 39,190 2,525 (6,499)

Abertis Sanef Logistique30, Boulevard Galliéni 92130 Issy-les-Moulineaux France

Management and operations of logistics facilities

- 50.00% (15) sanef/ Abertis Logística, S.L.

37 (43) 3

Centro Intermodal de Logística, S.A. (CILSA)

Avda. Ports d’Europa nº 100, BarcelonaDevelopment and operations of logistics facilities

Other auditors

28.38% cpl 15,467 32,166 1,001

Through ABERTIS PORTUGAL SGPS:

Abertis Logística Portugal, S.A.Rua General Norton de Matos 21-A Arquiparque Algés Oeiras (Portugal)

Management and operations of logistics facilities

PwC 100.00%abertis Portugal

SGPS5,050 24,037 (679)

Brisa Auto- Estradas de Portugal, S.A. (6) y (16)

Quinta de Torre de Aguilha Edificio Brisa 2785-589 Sao Domingos de Rana, Portugal

Toll motorway concessionaireOther

auditors14.61%

abertis Portugal SGPS

600,000 (6) 456,841 (6) 401,735 (6)

Through abertis telecom:

Retevisión I, S.A.Av. Parc Logístic, 12-20 08040 Barcelona

Telecommunications infrastructure operator

Other auditors

100.00% abertis telecom 188,719 184,920 49,014

Tradia Telecom, S.A.Av. Parc Logístic, 12-20 08040 Barcelona

Telecommunications infrastructure operator

Other auditors

100.00% abertis telecom 131,488 (25,407) 867

Servicios Audiovisuales Overon, S.L. (overon)

Avda. Parc Logístic, 12-20. BarcelonaTelecommunications and audiovisual services

Other auditors

51.00% abertis telecom 13,008 (5,007) 11,233

Eutelsat (17) C/ Balard nº 70, Paris Satellite telecommunications operatorOther

auditors31.35% abertis telecom 220,114 930,528 311,784

Adesal Telecom Ausias March 20, ValenciaConstruction and operations of telecommunications infrastructures

Other auditors

51.10% tradia Telecom 6,453 (529) 1,515

Consorcio de Telecommunications Avanzadas, S.A. (Cota)

C/ Uruguay, parcela 13R, nave 6, Parque Empresarial Magalia, Polígono Industrial Oeste

Services for telecommunications concessions operators

Other auditors

25.00% tradia Telecom 1,000 1,256 288

Torre de Collserola, S.A. Ctra. Vallvidrera a Tibidabo, s/n. BarcelonaConstruction and operations of telecommunications infrastructures

Other auditors

41.75% retevisión 5,520 721 20


184 CSR AAAR


shareholding




interim dividend)


Hispasat, S.A. Globelas, 42. MadridSatellite communication systems operations

Other auditors

42.06 (18) abertis telecom/ Eutelsat

121,946 214,644 44,166

Hispasat Brasil Ltda Praia do Flamengo, 200. Río de Janeiro - Brazil Satellite telecommunicationsOther

auditors42.06% Hispasat, S.A. 40,101 (5,493) 4,013

Hispasat Canarias, S.L.U.Tomas Miller 47-49, Las Palmas de Gran Canaria

Sale and lease of satellites and space capacity

Other auditors

42.06% Hispasat, S.A. 102,003 18,733 12,612

Hispamar Satelites, S.A. Praia do Flamengo, 200. Río de Janeiro - Brazil Commercialisation of satellite capacityOther

auditors34.05% (19) Hispasat, S.A./

Hispasat Brasil Ltda 57,961 (12,176) 6,029

Hispamar Exterior, S.L.U.Gobelas, 41Madrid

Commercialisation of satellite capacityOther

auditors34.05% Hispamar Satélites 2,800 1,576 455

Hispasat MéxicoAgustín Manuel Chávez 1 - 001; Centro de Ciudad Santa Fe; 01210, México, D.F.

Use of radio-electric spectrum, telecommunications networks and satellite communications.

Other auditors

20.61% Hispasat, S.A. 3 (357) 23

Hisdesat Servicios Estratégicos Paseo de la Castellana, 143 – MadridCommercialisation of government space systems

PwC 18.09% Hispasat, S.A. 108,174 26,679 21,732

Galileo Sistemas y ServiciosIsACc Newton, 1 - Madrid

Satellite systems operations - 6.01% Hispasat, S.A. 1,026 (87,499) (9)

Through ACDL (1):

TBI LtdTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Holding company PwC 90.00% ACDL 68,823 341,377 7,901

TBI Finance LtdTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00% TBI Ltd - (2,817) 2,836

Airport Group International Holdings LLC

c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America

Dormant PwC 90.00% TBI Ltd - - -

TBI International Airports LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00% TBI Ltd - (9) 8

TBI Global LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00% TBI Ltd - (116) -

TBI Aviation LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Aircraft rental PwC 90.00% TBI Ltd - 9 1

Stockholm Skavsta Flygplats ABBox 44, 611 22 Nyköping. Sweden

Airport management and operations PwC 81.09%TBI Airports Holding

Limited1,006 16,558 (1,132)


185 CSR AAAR


shareholding




interim dividend)


TBI Costa Rica SRLForum Business Park, Building G, Fourth Floor, Santa Ana. Costa Rica

Technical consulting services PwC 90.00%TBI International Airports Limited

- (77) 77

TBI Airport Holdings LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Holding company PwC 90.00%TBI International Airports Limited

58 234,532 (11,113)

LLAG Investors (UK) LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00%TBI Airport Holdings

Limited- (75,023) 292

London Luton Airport Group LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Holding company PwC 90.00% (20)

TBI Airport Holdings Limited / LLAG Investors UK

6,127 (704) -

Cardiff International Airport LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Airport management and operations PwC 90.00%TBI Airport Holdings

Limited28,767 104,721 1,510

Belfast International Airport Holdings Limited

TBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Holding company PwC 90.00%TBI Airport Holdings

Limited174 15,058 (393)

London Luton Airport Operations Limited


Airport management and operations PwC 90.00% London Luton Airport Group

Limited 6,127 341,270 10,234

MB 121 LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00%Cardiff International

Airport Limited- - -

Belfast International Airport LimitedBelfast International Airport, Aldergrove, Belfast, BT29 4 AB. United Kingdom

Airport management and operations PwC 90.00%Belfast International


- 108,007 1,882

Aldergrove Airports LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00%Belfast International


- - -

Aldergrove International Airports Limited


Dormant PwC 90.00%Belfast International


- - -

Aldergrove Car Parks LimitedBelfast International Airport, Aldergrove, BT29 4AB Dormant PwC 90.00%

Belfast International Airport

- - -

TBI Global (Business Travel) LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Dormant PwC 90.00% TBI Global Limited 58 - -

TBI Financial Investments Limitedc/o PricewaterhouseCoopers LLP, 24 Great King Street, Edinburgh EH3 6QN

Special purpose entity PwC 90.00% TBI Finance Ltd - (3,909) 3,909


186 CSR AAAR


shareholding




interim dividend)


TBI (US) Holdings LimitedTBI House 72-104, Frank Lester Way, London Luton Airport, Luton, Bedfordshire, LU2 9NQ. United Kingdom

Holding company PwC 90.00%TBI International Airports Limited

- 60,968 (1,842)

TBI US Operations Incc/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808. USA

Holding company PwC 90.00%TBI (US) Holdings

Limited5,833 140,030 (281)

Orlando Sanford International Inc2 Red Cleveland Boulevard, Suite 210, Sanford, Florida, FL32773, USA

Airport management and operations PwC 90.00%TBI US Operations

Inc1 (9,751) (889)

TBI Real Estate Holdings LLC2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

Real estate PwC 90.00%TBI US Operations

Inc2,252 (127) (36)

TBI Airport Management Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA


Inc- 11,797 1,154

Orlando Sanford Domestic Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA


Inc1 (1,708) 1,125

TBI Cargo Inc2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

Air shipping PwC 90.00%TBI US Operations

Inc- - -

SFB Fueling Holding (US)2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

Holding company PwC 90.00%TBI US Operations

Inc- 380 91

TBI Overseas Holdings LLCc/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, USA

Holding company PwC 90.00%TBI Overseas Holdings Inc

62,048 (8,901) (238)

TBI (US) LLC2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

Holding company PwC 90.00%TBI Overseas Holdings Inc

19,456 (5,301) -

TBI Overseas (Bolivia) LLC

c/o Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, USA

Holding company PwC 90.00% TBI (US) LLC 4,112 (579) (122)

Servicios de Airports Bolivianos, S.A. Santa Cruz de la Sierra, Santa Cruz. Bolivia Airport management and operations PwC 90.00%TBI Overseas (Bolivia) LLC

2,723 8,873 3,021

SFB Fueling (US)2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, USA

Fuel purchase and sale PwC 45.00%SFB Fueling Holding

(US)- - -

TBI Overseas (UK) LLCCompany, 2711 Centreville Road, Suite 400, Wilmington, Delaware, 19808, USA

Technical consulting services PwC 90.00%TBI Overseas Holdings Inc

1,767 11,611 2,859

Through abertis airports:

Desarrollo de Concesiones Aeroportuarias, S.L.

Avda. Parc Logistic 12-20Barcelona 08040

Airport management and operations PwC 100.00% abertis airports 45,000 44,107 6,763

MBJ Airports , Ltd (1) Sangster Internacional Airport00000 Montego Bay- Jamaica

Airport management and operations PwC 74.50% dca 6 21,524 6,692


187 CSR AAAR


shareholding




interim dividend)


Aerocali, S.A. (1) Aeropuerto Internacional Alfonso Bonilla Aragón Piso 3 Palmira - Valle COLOMBIA

Airport management and operationsOther

auditors33.33% dca 1,317 1,861 3,005

Airports Mexicanos del Pacífico SA de CV (1)

Avda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico, 45140 Guadalajara Jalisco MEXICO

Technical assistance and technology transfer to GAP

Other auditors

33.33% dca 217,425 31,611 12,211

Impulso AeroportuarioAvda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico, 45140 Guadalajara Jalisco MEXICO

Holding companyOther

auditors33.30% AMP 3 106 4,183

Grupo Aeroportuario Pacífico, S.A.B. de C.V. (1)

Avda. Mariano Otero 1249 Ala B Piso 7 Torre Pacífico, 45140 Guadalajara Jalisco MEXICO

Airport management and operationsOther

auditors5.80% AMP 1,440,646 90,321 75,848

(*) Includes adjustments for value changes and excludes minority interest.

(1) Disclosures under IFRS.

(2) Shareholding of abertis: 100%. Direct 99.98%; indirect through GICSA 0.02%.

(3) Consolidated information (IFRS criteria). The amount of the minority interest is carried under reserves.

(4) The shares of gco are listed on the Buenos Aires Stock Exchange. The average quotation for the last quarter of 2010 was Argentine

Pesos 1.58. At the year end, the quotation was Argentina Pesos 1.98. 57.6% of the voting rights are held.

(5) The shares of Atlantia S.p.A. are listed on the Milan Stock Exchange. The average quotation for the last quarter of 2010 was Euros

15.72 euros. At the year end, the quotation was Euros 15.27.

(6) Consolidated information at 30 September 2010 (IFRS criteria).

(7) Indirect shareholding of abertis: 30%. Indirect through iberpistas, S.A.C.E: 15% and Avasa: 15%.

(8) Indirect shareholding of abertis: 100%. Indirect through abertis Chile: 51% and abertis autopistas Chile: 49%.

(9) Indirect shareholding of abertis: 100%. Indirect through abertis Chile: 25% and abertis autopistas Chile: 75%.

(10) Indirect shareholding of abertis: 78.85%. Indirect through Autopistas Chile: 50.00% and Invin, S.L.: 28.85%.

(11) Shareholding of abertis: 28.85%. Indirect through Invin, S.L.: 14.43% and Inversiones Nocedal, S.A.: 14.43%.

(12) Indirect shareholding of abertis: 78.85%. Indirect through abertis autopistas Chile: 50.00% and Ladecon: 28.85%.

(13) Indirect shareholding of abertis: 10.34%. Indirect through sanef: 6.13% and sapn: 4.21%.

(14) Shareholding of abertis: 76.01%. Indirect through saba: 49.74% and sanef: 26.28%.

(15) Shareholding of abertis: 76.28%. Indirect through sanef: 26.28% and abertis logística: 50.00%.

(16) The shares of Brisa are listed on the Lisbon Stock Exchange. The average quotation for the last quarter of 2010 was Euros 5.22. At

the year end, the quotation was Euros 5.22.

(17) The shares of Eutelsat, S.A. are listed on the París Stock Exchange. The average quotation for the last quarter of 2010 was Euros

27.17 euros. At the year end, the quotation was Euros 27.39.

(18) Shareholding of abertis: 42.06%. Indirect through abertis telecom: 33.38% and indirect through Eutelsat: 8.68%.

(19) Shareholding of abertis: 34.05%. Indirect through Hispasat Brasil Ltda.: 32.40% and Hispasat, S.A.: 1.65%.

(20) Shareholding of abertis: 90.00%. Indirect through TBI Airport Holdings: 64.26% and LLAG Investors UK Ltd: 25.74%.

188 CSR AAAR


DIRECTORS REPORT FOR 2010

1. INFORMATION REQUIRED UNDER THE PROVISIONS OF ARTICLE 262 OF THE SPANISH CORPORATE ENTERPRISES ACT

Abertis Infraestructuras, S.A. (abertis) is the parent company of a business Group that is engaged in providing services in the area of infrastructure management serving mobility and communications. It operates in the sectors of motorways, car parks, logistic infrastructure, telecommunication infrastructure and airports.

Significant events

In 2010 the Group has continued its activities in the framework along the major strategic lines for the last few years (growth, profitability, sustainability and services) opting for selective growth in the current economic environment. The main events of note this year have been as follows:

• In the toll motorway sector the Group has continued to expand capacity of acesa (completion of lane extensions on various stretches of the AP-7 Norte motorway and extension of the C-32 motorway with an agreement on future connection point improvements); of sapn (completion of the partial extension of lanes on a stretch of the A-13); and of sanef (completion of the ring road south of Reims and the A-65 motorway).

• In the telecommunications sector, abertis telecom completed the “analogical elimination” process in April 2010, taking the lead in digital land television services (TDT) in Spain (continuing expansion of coverage established by the Government which at the 2010 year end exceeded 98% of the population) and the research and testing of Internet and television for mobile telephony and the provision of radio-communication services for public safety and emergency networks, while continuing to receive television and radio broadcast licenses across Spain.

• In the airport sector abertis airports has maintained the policy of ongoing improvement of the facilities in areas such as the optimization of security measures and the expansion and improvement of commercial services for passengers.

• In the car park sector, saba has continued to expand in Spain (with new car parks and/or spaces, amongst others, in Palma de Mallorca and Pamplona) and in Italy (new car parks in Pisa and Genoa), consolidating the process of internationalization begun a few years ago, which has translated into a major presence in Italy, Portugal, Chile and France (still incipient, in the latter case).

• In the logistics infrastructure sector, as a result of the current economic situation, levels of occupancy have fallen. Also, at the end of 2010 the Santiago de Chile logistics facilities began operating at high occupancy levels.

Activity and results

The financial statements of abertis reflect the consequences of its investment activity and activity as parent company of the Group, both from the point of view of the balance sheet (investments and financing) and the income statement (contributions through dividends from the different companies and borrowing costs and structure).

The balance sheet is made up basically of the controlling shareholdings in companies and the financing required for their acquisition through capital and reserves and debt.

Because of the nature of its investment activity, abertis is exposed to different financial risks: exchange rate risk, credit risk, liquidity risk, and cash flow interest rate risk. The overall risk management program of the Group takes into account the uncertainty of the financial markets and tries to minimise the potentially adverse effects on global profitability of the Group as a whole basically through the setting of financing and hedging policies depending in line with each business type.

The income statement basically includes the transfer of results generated by the different Group companies through the dividend policy, financial income and expenses arising from the financing activity, and the costs generated by the structure of the corporation.

Therefore, the net income for the year totals Euros 591 million, which represents an increase of 7.2% over last year. This ensures the shareholder remuneration policy of abertis.

Shareholder return

As in prior years, abertis has maintained its policy of shareholder return that combines the dividend pay out with a bonus share issue of one share for every 20 shares held.

In April 2010 the General Meeting of Shareholders agreed to a bonus share issue (in June), and in October 2010 an interim dividend was paid of Euros 0.30 per share, as was the case last year.

The Board of Directors of abertis adopted a resolution to propose to the General Meeting of Shareholders the distribution of a final dividend of Euros 0.30 gross per share against 2010 net income.

The total maximum dividend to be charged to the income statement for 2010 will total Euros 443.4 million, taking into account the interim dividend already distributed, and represents an increase of 5% on the dividend distributed and charged against results last year.

189 CSR AAAR

Outlook

Although the uncertainty of the current economic environment (general level of indebtedness, sources and costs of financing and a lack of investment opportunities), there has been a certain slowdown in the growth and diversification process, and we cannot rule out the analysis of investment opportunities provided that they meet the strict requirements of security and profitability requirements of abertis for its investments. The balance of all investments, both in terms of maturity and profitability and geographic and sectorial diversification, and maintaining or improving the position of the different business units, must contribute to a sustained positive contribution from all the units in order to continue our shareholder return policy.

Treasury shares

Under the authorisation approved by the Shareholders’ Meeting, at the year end the Company holds 14,551,098 treasury shares (1.97% of share capital). It is the company’s intention to use these shares to cover the various share-based payment schemes approved by the shareholders for executives and employees as well as the placing a part of this packet of shares on the market, market conditions permitting.

Other matters

It is Group policy to pay maximum attention to environmental protection and conservation, and each investee company adopts the measures necessary to minimise the environmental impact of the infrastructures that they manage in order that they blend in as much as possible with their surroundings.

Subsequent events

There have been no post-balance sheet events in addition to those mentioned in the notes to the consolidated annual accounts.

2. INFORMATION REQUIRED UNDER THE PROVISIONS OF ARTICLE 116 B OF THE SPANISH SECURITIES EXCHANGE ACT

a) The capital structure, including securities that are not traded on a regulated EU market, indicating, as the case may be the different classes of shares and for each class of shares, the rights and obligations they confer and the percentage of the share capital they represent.

The share capital of Abertis Infraestructuras, S.A. at 31 December 2010 totals Euros 2,217,113,349 divided into 739,037,783 fully subscribed and paid ordinary shares, belonging to a single class and series, with a par value of Euros 3 each.

b) Restrictions on the transfer of shares

Article 6 of the articles of association stipulates that the shares are represented by accounting entries. The shares can be transferred by any means recognised by law, depending on their nature and in accordance with legislation governing the transfer of securities represented by accounting entries.

c) Significant direct or indirect shareholdings

According to the information received by the company, the significant shareholdings in the share capital of abertis greater than or equal to 3% of its share capital or voting rights at 31 December 2010 are as follows:


Number of direct

voting rights

Number of indirect voting rights (*)


Caja de Ahorros y Pensiones de Barcelona “la Caixa” 3,692,977 210,455,711 28.977

Share arranged throughTrebol Holding, S.a.r.L. /ACS, Actividades de Construcciones y Servicios, S.A. (1)

- 190,909,187 25.832

190 CSR AAAR

(*) Through:

Caja de Ahorros y Pensiones de Barcelona “La Caixa”:




Criteria CaixaCorp, S.A. 149,431,166 20.220

Inversiones Autopistas, S.L. (2) 57,296,742 7.753

Vidacaixa, S.A. de Seguros y Reaseguros (2) 3,727,803 0.504

Joint share of Trebol Holdings, S.a.r.L. / ACS, Actividades de Construcción y servicios, S.A:




Trebol International B.V. 114,935,123 15.552

Admirabilia, S.L. 75,974,064 10.280

(1) The joint share is arranged through an Investment and Shareholders’ Agreement that Trebol Holdings, S.a.r.L. and ACS Actividades de Construcción y Servicios, S.A. entered into on 10 August 2010, in order mainly to take a significant but minority stake in abertis through the companies Trebol International BV (99% owned by Trebol Holdings, S.a.r.L. and 1% owned by the ACS Group) and Admirabilia, S.L. (99% owned by the ACS Group and 1% owned by Trebol Holdings, S.a.r.L).

Trebol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS, Actividades de Construcción y Servicios, S.A. holds the remaining 40%. However, there are certain restricted areas for which certain resolutions require a qualified majority in order to ensure the agreement of both shareholders.

Trebol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (Limited Partnerships), without any company controlling it. CVC Capital Partners does not have the power to exercise voting rights.

(2) Companies owned by Criteria CaixaCorp, S.A.

d) Restrictions on voting rights

Article 13 of the Articles of Association stipulates that:

“Shareholders can attend the General Meeting of Shareholders in person if they can accredit that they hold at least one thousand shares in their name five days prior to said meeting. Each share corresponds to one vote. To said purpose, the shareholders must attend the General Meeting bearing invitation expedited by the entities forming part of the Registration, Compensation and Liquidation Systems Management Company (formerly the Securities Compensation and Liquidation Service), or by the company itself after accrediting ownership of the shares.

Every shareholder is entitled to designate any individual as his proxy, whether they latter are shareholders or not. Those holding fewer shares than the number required to attend the annual general meetings shall be entitled to representation by one of them if by grouping together they can combine said number of shares. The proxy must be accredited in any case by means of special reliable documents for each annual general meeting.”

e) Side arrangements

The company is aware of an investment arrangement between shareholders dated 10 August 2010 signed by Trebol Holdings, S.a.r.l. and ACS, Actividades de Construcción y Servicios, S.A. in order to take a significant stake in abertis. The joint shareholding of 25.832% of the share capital of abertis has been arranged through a joint share held by Trebol International BV (99% owned by Trebol Holdings, S.a.r.L. and 1% owned by the ACS Group) and Admirabilia, S.L. (99% owned by the ACS Group and 1% owned by Trebol Holdings, S.a.r.L.). The voting rights of both companies breakdown as follows: 60% are held by Trebol Holdings, S.a.r.L. and the remaining 40% are held by the ACS Group. However, there are certain restricted areas for which certain resolutions require a qualified majority in order to ensure the arrangement of both shareholders.

Trebol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (limited partnerships). (Relevant matters published on 11 August and 1 September 2010).

f) Regulations on the appointment and replacement of members of the governing bodies and modifications to the articles of association.

I.- The standards applicable to the appointment of directors and their substitution are regulated by article 20 of the Articles of Association, as well as articles 5, 6, 16, 17, 18 and 19 of the Regulations of the Board of Directors, which stipulate:Article 20 of the Articles of Association of abertis stipulates that:

“The Board of Directors will be made up of a number of members no fewer than six and no greater than twenty-two. In order to be elected as an administrator one need not be a shareholder, except in the event

191 CSR AAAR

of temporary appointment under the provisions of article 138 of the Spanish Public Limited Companies Act. The determination of the specific number of board members is the responsibility of the General Meeting of Shareholders. The election of the board members is subject to the provisions of article 137 of the Spanish Public Limited Companies Act and the regulations pursuant thereto. The references to articles 138 and 137 of the Spanish Public Limited Companies Act are understood respectively to refer to articles 244 and 243 of the Spanish Corporate Enterprises Act”.


“1. The Board of Directors, in undertaking its power to propose to the General Meeting of Shareholders and co-opt members to cover vacant seats, will ensure that in the composition of this body that the external or non-executive members represent a broad majority vis-à-vis the executive members.

Thus, it is understood that the executive officers comprise the Chief Executive Officer and those who by virtue of any other office undertake management responsibilities within the Company.

2. The Board will likewise ensure that within the majority group of external board members there are Board Members or those representing the interests of the significant stable equity holders (significant shareholders) as well as persons of recognized prestige that are not related to the team or the significant shareholders of the Company (independent board members).

3. In order to establish a reasonable balance between the board members appointed by significant shareholders and independent board members, the Board will take into account the ownership structure of the Company, the importance in absolute and relative terms of the significant shareholders, and also the degree of permanence, commitment and strategic bond with the Company of the significant equity holders.”


“1.The Board of Directors will be made up of the number of members determined by the General Meeting of Shareholders within the limits established by the Articles of Association of the Company.

The Board will propose to the General Meeting of Shareholders the number (between 15 and 21), which, depending on the changing circumstances of the Company, is most suitable to assuring appropriate representation and effective functioning of this body.”


“1.The members will be designated by the General Meeting of Shareholders or by the Board of Directors in accordance with the provisions of the Spanish Public Limited Companies Act.

The proposed appointments of members to be submitted by the Board of Directors for deliberation by the General Meeting of Shareholders and the appointment decisions adopted by this body by virtue of its co-opting powers legally attributed to it must be preceded by the respective proposal from the Appointments and Remunerations Committee in respect of the independent board members and by a report in the case of the other members.” The references to the Spanish Public Limited Companies Act are understood to refer to the Spanish Corporate Enterprises Act”.


“The Board of Directors and the Appointments and Remunerations Committee, as part of their powers, will ensure that the candidates are of renowned prestige, competence and experience, and must be extremely careful in relation to those called to cover vacant seats as independent board members as per Article 5 of these Regulations and under the applicable standards of good governance.”


“1. The board members will exercise their office for the period of time set down in the Articles of Association and have the right to be re-elected.

2. The members co-opted onto the board will exercise their office until the date of the first General Meeting of Shareholders.

When, subject to a report from the Audit and Control Committee, the Board of Directors believes that the interests of the Company are at risk, any member who has completed his mandate shall not be entitled to render services to any other entity that has corporate purposes analogous to those of the Company and which is its competitor, in the opinion of the Board of Directors, for a period established by the latter and which in no case shall be longer than two (2) years.”


“1. The members will be removed from their office when the period for which they were appointed has expired or whenever the General Meeting of Shareholders decides to do so in accordance with the powers legally or statutorily conferred upon it.

2. The board members must tender their resignation to the Board of Directors and formalise, if required by the latter, their respective resignation in the following cases:

192 CSR AAAR

a) When they are removed from their executive offices to which they were appointed as members. In the case of independent members, after they have been twelve (12) years in this office.

b) Whenever they are involved in any situations constituting grounds of conflict of interest or that are legally prohibited.

c) Whenever they are indicted for an alleged crime or subject to disciplinary proceedings for a serious or very serious infringement being heard by the supervisory authorities.

d) When their presence on the Board could put the interests of the Company in jeopardy and when the reasons for which they were appointed no longer exist. It will be understood that this latter circumstance occurs in relation to a board member appointed by significant shareholders when the entire shareholding has been sold of which he is the shareholder or representative and also when the reduction of his shareholding requires the reduction of board members appointed by significant shareholders.

“3. The executive officers must tender their resignation to the Board once they turn seventy years old and the latter must decide whether they can continue to exercise their executive or proxy functions or simply remain members.”

II. As for the modification of the articles of association, the applicable standards are regulated, notwithstanding the provisions of article 194 of the Spanish Corporate Enterprises Act (article 103 under the former Spanish Limited Companies Act), by article 22 of the Articles of Association and article 4 of the Regulations of the Board of Directors stipulating that:

“In order to adopt resolutions the absolute majority of the attending, present or proxy, members, at the meetings will be required, except a) in regards to the permanent conferral of a power by the Board of Directors upon the Executive Committee or the Chief Executive Officer and the appointment of the administrators to occupy said offices, in which case a two thirds majority of the members of the Board is required, and b) in respect of the following matters, in which more than two thirds of the members present or present by proxy is required:

(i) Proposals for the transformation, merger, demerger or winding up of the company, the global assignment of its assets and liabilities, the contribution of a branch of activity, a change in the corporate purposes, an increase or decrease of share capital. …”

g) The powers of the members of the Board of Directors and, in particular, those relating to the

possibility of issuing or repurchasing shares.

I.- The Board of Directors, in accordance with the provisions of article 23 of the Articles of Association, has the following powers:

a) To appointment, from amongst its members, a Chairman and one or several Vice-Chairmen. It shall also appoint a Secretary who may or may not be a member. And it shall also appoint a non-Member Vice-Secretary who will substitute the Secretary in the latter’s absence.

b) To convene the ordinary and extraordinary general meetings of shareholders, how and when necessary, in accordance with current legislation or the articles of association in force, draft the agenda and formulate the necessary proposals in accordance with the nature of the general meeting that has been convened.

c) To represent the company in all matters involving all administrative, legal, civil, corporate and criminal proceedings, before any government administration or any type of public corporation, as well as in any jurisdiction (ordinary, administrative, special, labour, etc.) and in any instance, and exercise all type of actions upon which it is incumbent in order to defend its rights, in and out of court, conferring and granting the necessary powers to solicitors and appointing lawyers to represent and defend the company before said courts and bodies.

d) To manage and administrate corporate business, attend to the management of the same in a constant manner. To this purpose, it shall establish the regulations of governance and the administrative regime and operations of the company, and organise and regulate its technical and administrative services.

e) To execute and conclude all types of contracts in relation to all types of assets or rights, through clauses and conditions it deems appropriate and constitute and cancel mortgages and other liens or rights on the company’s assets, as well as waive, with or without payment, all types of privileges and rights. It shall also be entitled to decide upon the participation of the company in other companies or associations and the respective forms in which this may take place, either integration, association, collaboration or participation.

f) To manage the firm and act in the name of the company in all types of banking operations, opening and closing current accounts, drawing on them, intervening in bills of exchange as drawer, as the accepting office, guarantor, endorser, endorsee or holder of the same; to open credit facilities with or without guarantee, and cancel them; to transfer funds, incomes, credit facilities or securities, using any procedures for the transfer or movement of money; adopting balances of settled accounts, constituting and withdrawing deposits or guarantee deposits, compensating accounts, formalising changes, etc. both with the Bank of Spain and official banks, and with private banks and any other bodies of the government administration.

g) To appoint, assign and dismiss all company personnel, and determine their salaries and bonuses.

h) To appoint from the board an Executive Committee and one or several Chief Executive Offices and confer upon them, in accordance with the law, the powers it deems appropriate and regulate their operations. It shall also be able to confer powers on any person.

193 CSR AAAR

i) To regulate its own functioning in all matters that are not especially legislated by law or governed by the articles of association.

The powers set out above are merely for illustrative purposes and do not constitute the full list of the same, and it is understood that the Board has all those powers that are not expressly restricted to the General Meeting of Shareholders by law or under the articles of association.”

II.- The Chief Executive Officer has all the powers of the Board delegated upon him, except those which under law or the articles of association cannot be delegated, and no other member of the Board is delegated with powers, notwithstanding the delegation of powers upon the Executive Committee.

III.- By virtue of the resolution of the General Meeting of Shareholders of 27 April the Board is empowered to increase capital once or several times, under the terms and conditions of article 297 of the Spanish Corporate Enterprises Act (article 153 under the former Spanish Limited Companies Act), up to a limit of Euros 1,108,556,674 and within a period that will expire on 27 April 2015.

IV.- Also by virtue of a resolution of the General Meeting of Shareholders of 27 April 2010, the Board is authorised to undertake the derivative acquisition of treasury shares up to a maximum of 10% of share capital, under the conditions set down in the aforementioned resolution and the requirements in force under the Spanish Corporate Enterprises Act.

Express mention is made that this authorisation can be used to give company shares to directors, executives and employees of the company and/or other companies in the abertis group, as a result of the implementation of the remuneration systems consisting in the payment of shares and/or share options.

The Board is empowered to delegate the exercising of this authorisation to the Chairman, Chief Executive Officer or any other Director, to the Secretary, Vice-Chairman of the Board, or any other person it expressly empowers for this purpose.

V.- Also by virtue of a resolution of the General Meeting of Shareholders of 27 April 2010, the Board is empowered to reduce share capital in order to reduce treasury shares on its balance sheet, against profit or freely distributable reserves and in the amount which at any time is required or useful, up to the maximum number of treasury shares in existence at any time, under the terms and conditions set out by the resolution itself and the provisions of the Spanish Corporate Enterprises Act. h) The significant resolutions that have been adopted by the company and which come into force or are modified or will terminate in the event of the change in control of the company as a result of an initial public offering, and its effects, except when its disclosure seriously jeopardises the company. This exception shall not apply if the company is legally obligated to publicise this information.

The Company has not entered into agreements that have come into force, are modified or will terminate in the event of an initial public offering.

i) The agreements between the company and its administrative and administrative officers or employees that establish indemnities when the latter resign or are unlawfully dismissed or if the labour relationship terminates as the result of a public offering.

Except for four General Managers, the Company does not have any agreements other than those established in the Labour Act or in the Top Management Decree 1382/1985 that establish indemnities when said employees resign or are unlawfully dismissed or if the labour relationship has terminated as a result of a public offering.

In the case of the aforementioned General Directors, in order to encourage loyalty to, and permanence in, the Company, indemnities have been recognised in their favour for amounts greater than those that would be the result of the application of the aforementioned legislation in the cases of, amongst others, unlawful dismissal, change of control or retirement.

Additionally, the Company has generally established the inclusion in the contracts with its executives of indemnity clauses that comprise between one and two annual pays depending on the degree of responsibility.

3. ANNUAL CORPORATE GOVERNANCE REPORT

The 44-page Annual Corporate Governance Report and the Report on Functions and Activities of the Auditing and Control Committee is included further below, numbered from 194 to 238, both inclusive.

194 CSR AAAR

A. OWNERSHIP STRUCTURE

A.1 Fill in the following table on the company’s share capital:

Date of last

modification

Share Capital (euros) Number of shares Number of voting rights

14/06/2010 2,217,113,349.00 739,037,783 739,037,783

Indicate whether different classes of shares and different rights associated to them exist:

5 NO

A.2 Indicate the direct and indirect holders of significant interests in your company as of the end of year, excluding the directors:


shareholder

Number of direct

voting rights

Number of indirect

voting rights (*)

% of total voting

rights

CAJA DE AHORROS Y PENSIONES DE

BARCELONA (LA CAIXA) 3,692,977 210,455,711 28.977

JOINT SHARE OF TRÉBOL HOLDINGS,

S.A.R.L./ACS, Actividades de


0 190,909,187 25.832

CAIXA D´ESTALVIS UNIÓ DE CAIXES

DE MANLLEU, SABADELL I TERRASSA

(UNNIM)

9,760,325 2,279,550 1.629


indirect shareholder

Through: name or registered name

of direct shareholder

Number of

direct voting

rights

% of total voting

rights

CAJA DE AHORROS Y


(LA CAIXA)

CRITERIA CAIXACORP, S.A. 149,431,166 20.220

CAJA DE AHORROS Y


(LA CAIXA)

INVERSIONES AUTOPISTAS, S.L. 57,296,742 7.753

CAJA DE AHORROS Y PENSIONES

DE BARCELONA (LA CAIXA)

VIDACAIXA, S.A. DE SEGUROS Y

REASEGUROS 3,727,803 0.504




Servicios, S.A.

ADMIRABILIA, S.L. 75,974,064 10.280




Servicios, S.A.

TRÉBOL INTERNATIONAL BV 114,935,123 15.552


CAIXES DE MANLLEU, SABADELL I

TERRASSA (UNNIM)

CAIXA TERRASSA BORSA, SICAV 652,050 0.088


CAIXES DE MANLLEU, SABADELL

I TERRASSA (UNNIM)

CAIXA TERRASSA RF MIXTA, SICAV 1,627,500 0.220

Indicate the most significant movements in the shareholding structure during the year:


shareholder

Date of operation Description of the operation


y Servicios, S.A.

11/08/2010 Fallen below 25% of share capital


HOLDINGS S.A.R.L./ACS, Actividades

de Construcciones y Servicios, S.A.

11/08/2010 Exceeded 25% of share capital

195 CSR AAAR

A.3 Fill in the following charts with information on the members of the Board of Directors with voting rights:

Name or registered name of Director Number of

direct voting

rights

Number of

indirect voting

rights (*)

% of voting rights

total

SALVADOR ALEMANY MAS 194,475 0 0.026

ISIDRO FAINÉ CASAS 59,968 0 0.008

FLORENTINO PÉREZ RODRÍGUEZ 1 0 0.000

G3T, S.L. 2,130,437 0 0.288

THÉATRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. 1 0 0.000

FRANCISCO REYNÉS MASSANET 42 0 0.000

EMILIO GARCÍA GALLEGO 0 0 0.000

ENRIC MATA TARRAGÓ 23,970 0 0.003

ERNESTO MATA LÓPEZ 0 0 0.000

LEOPOLDO RODÉS CASTAÑÉ 4,038 0 0.001

MANUEL RAVENTÓS NEGRA 121 0 0.000

MARCELINO ARMENTER VIDAL 4,427 3,234 0.001

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 667 0 0.000

PABLO VALLBONA VADELL 8,809 720 0.001

RAMÓN PASCUAL FONTANA 329,007 0 0.045

RICARDO FORNESA RIBÓ 921 0 0.000

THÉATRE DIRECTORSHIP SERVICES BETA, S.À.R.L. 1 0 0.000

THÉATRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. 1 0 0.000

ÁNGEL GARCÍA ALTOZANO 0 0 0.000

% of total voting rights held by the Board of Directors 0.374

Fill in the following tables on the members of the Board of Directors who hold options on company shares:

Director’s name or

registered name

Number of direct

options

Number of

indirect options

Number of

equivalent

shares

% of voting rights

total

SALVADOR ALEMANY MAS 456,833 0 456,833 0.062

FRANCISCO REYNÉS

MASSANET

187,687 0 187,687 0.025

A.4 Indicate, as the case may be, any relationship of a family, business, contractual or corporate nature existing between the holders of important interests, except when immaterial or deriving from the regular business activity:

A.5 Indicate, as the case may be, any relationship of a business, contractual or corporate nature existing between the holders of important interests and the company, and/or its group, except when immaterial or deriving from the regular business activity:

A.6 Indicate whether agreements between shareholders relevant to the company have been reported to the company pursuant to section 112 of the Securities and Exchange Act. As the case may be, briefly describe them and list shareholders bound by these agreements:

3 YES

% Capital affected:

25.832



196 CSR AAAR




Indicate whether the company is aware of the existence of any joint shares amongst its shareholders. If so, provide a brief description:

3 YES

% Capital affected: 25.832







ADMIRABILIA, S.L.

Should any changes to or termination of the above pacts, agreements or concerted shares in the financial year under review please describe them:

NONE

A.7 Indicate whether there are any natural persons or legal entities exercising or able to exercise control over the company pursuant to section 4 of Spanish Securities and Exchange Act. As the case may be, provide details:

5 NO

A.8 Complete the following tables on the Company’s treasury shares:

At the end of the financial year under review:

Number of direct shares Number of indirect shares (*) % of total share capital

14,551,098 0 1.969

(*) Through:

Total 0

Describe any significant variations, as set out in Royal Decree 1362/2007, occurring during the financial year:

Increase / (Decrease) in treasury shares during the year (thousand Euros) -429

A.9 Describe the terms and conditions of authorisation in force granted by the General Shareholders’ Meeting to the board of directors to execute the acquisitions or transfers of treasury stock.

In accordance with the resolution adopted by the General Shareholder’s Meeting of 27 April 2010, authorisation is given to the Board of Directors for the direct or indirect derivative acquisition through other companies, of treasury shares as well as their preference subscription rights. Acquisition may be made through any legally accepted form (such as purchase, swap or assignment of property as payment) - without the nominal value of the treasury shares acquired exceeding, at any time under this authorization, in conjunction with those already held by the Company and its subsidiaries, 10% of the Company’s share capital at the date of acquisition - for a price equal to the listed price at the close of business on the day before the acquisition takes places, as the case may be, with maximum margins of plus 10% or minus 10% of such closing price, over a period of 5 years as from the date on which this resolution is passed by the Shareholders’ Meeting. All the foregoing shall be carried out in compliance with the other limits and requirements laid down in the Spanish Companies Act, now the Corporate Enterprises Act adopted under Royal Legislative Decree 1/2010/2 July. The previous authorisation adopted by the General Meeting of Shareholders of 31 March 2009 regarding the unused part is whereby cancelled.

We make express indication that the authorisation granted to acquire treasury shares may be used totally or partially for the acquisition of shares the Company must deliver or transfer to directors, managers or employees of the Company and/or abertis Group’s companies, as a consequence of the implementation of remuneration systems based on the delivery of shares and/or granting of option rights over shares.

197 CSR AAAR

Furthermore, the Board of Directors of the Company is delegated to exercise, in the broadest terms, the authorisation under this resolution and to undertake the other provisions of the same, and, concurrently, and if deemed appropriate, delegate the exercising of said authorisation and the other provisions, in the manner deemed suitable, to the Chairman, Chief Executive Officer, any other Director, the Secretary, the Vice-Chairman of the Board of Directors or any other person or persons that the Board of Directors empowers expressly for said purpose.

To decrease share capital in order to reduce Company treasury shares that it may have on its balance sheet with a charge against earnings or freely available reserves and in the amount which at any time is convenient or necessary, up to the maximum number of treasury shares existing at any time.

To empower the Board of Directors to execute the preceding resolution to reduce capital, which it can carry out once or several times and within the maximum time limit of eighteen months following the date of adoption of this resolution, making the necessary arrangement and obtaining the authorisation necessary or required by the Spanish Public Limited Companies Act (now the Corporate Enterprises Act) and other applicable provisions, and, particularly, re-empowering so that, within the deadlines and limits mentioned for said undertaking, the date(s) of the specific capital reduction(s) can be set along with their timing and use; indicating the amount of the reduction; determining the destination of the amount of the reduction, providing, as the case may be, the guarantees and complying with the legal requirements; adapting article 5o of the articles of association to the new share capital aggregate; applying for the exclusion of the securities reduced from trading and, in general, adopt any resolutions necessary for the purposes of said reduction of treasury shares and the subsequent capital decrease; designating the persons who can intervene in their execution.

A.10 Indicate, as the case may be, any legal and statutory restrictions on the exercising of voting rights and any legal restriction on the acquisition or transfer of company shares. Indicate whether legal restrictions on the exercise of voting rights exist:

5 NO

Maximum percentage of voting rights a shareholder may exercise by law 0

Indicate whether statutory restrictions on the exercising of voting rights exist:

5 NO

Maximum percentage of voting rights a shareholder may exercise by statute 0

Indicate whether there are legal restrictions to the acquisition or transfer of shares:

5 NO

A.11 IIndicate whether the Shareholders’ Meeting has set up neutralisation measures in the event of a takeover bid pursuant to Law 6/2007.

5 NO

If so, explain the measures adopted and the terms under which the restrictions would be nullified:

198 CSR AAAR

B. MANAGEMENT STRUCTURE OF THE COMPANY

B.1 Board of Directors

B.1.1 Indicate the maximum and minimum number of Board members established under the Articles of Association:

Maximum number of Board Members 22

Minimum number of Board Members 6

B.1.2 Complete the following table with information on the Board Members:

Name or registered name of director Representative Office Date of first appointment Date of last appointment Election procedure

SALVADOR ALEMANY MAS - Chairman – Chief Executive

Officer

21/07/1998 01/04/2008 Shareholders’ Meeting

ISIDRO FAINÉ CASAS - 1st Vice-Chairman 04/09/1979 01/04/2008 Shareholders’ Meeting

FLORENTINO PÉREZ RODRÍGUEZ - 2nd Vice- Chairman 13/06/2007 13/06/2007 Shareholders’ Meeting

G3T, S.L. CARMEN GODIA BULL 3rd Vice- Chairman 29/11/2005 03/05/2006 Shareholders’ Meeting

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. JAVIER DE JAIME GUIJARRO 4th Vice-Chairman 25/10/2010 25/10/2010 Cooption

FRANCISCO REYNÉS MASSANET - Chief Executive Officer 26/05/2009 27/04/2010 Shareholders’ Meeting

EMILIO GARCÍA GALLEGO - Director 13/06/2007 13/06/2007 Shareholders’ Meeting

ENRIC MATA TARRAGÓ - Director 15/06/1987 01/04/2008 Shareholders’ Meeting

ERNESTO MATA LÓPEZ - Director 30/05/2003 01/04/2008 Shareholders’ Meeting

LEOPOLDO RODÉS CASTAÑÉ - Director 28/06/2005 03/05/2006 Shareholders’ Meeting

MANUEL RAVENTÓS NEGRA - Director 23/05/2006 30/06/2006 Shareholders’ Meeting

MARCELINO ARMENTER VIDAL - Director 18/09/2007 01/04/2008 Shareholders’ Meeting

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ - Director 30/11/2004 27/04/2010 Shareholders’ Meeting

PABLO VALLBONA VADELL - Director 24/02/2004 27/04/2010 Shareholders’ Meeting

RAMON PASCUAL FONTANA - Director 30/05/2003 01/04/2008 Shareholders’ Meeting

RICARDO FORNESA RIBÓ - Director 24/02/2009 31/03/2009 Shareholders’ Meeting

THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. SANTIAGO RAMÍREZ

LARRAURI

Director 25/10/2010 25/10/2010 Cooption

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. JOSÉ ANTONIO TORRE DE

SILVA LÓPEZ DE LETONA

Director 25/10/2010 25/10/2010 Cooption

ÁNGEL GARCÍA ALTOZANO - Director 30/05/2003 01/04/2008 Shareholders’ Meeting

199 CSR AAAR

Total number of Board Members 19

Indicate any removals/resignations during this term in the Board of Directors:

Name or registered name of the Board

member

Office at time of removal Date of removal

JULIO SACRISTÁN FIDALGO Proprietary shareholder 25/10/2010

JAVIER ECHENIQUE LANDIRIBAR Proprietary shareholder 25/10/2010

COMUNIDADES GESTIONADAS, S.A. Proprietary shareholder 25/10/2010

BRAULIO MEDEL CÁMARA Proprietary shareholder 25/10/2010

B.1.3 Fill in the following tables on the Board Members and their offices:

EXECUTIVE OFFICERS


director

Committee proposing

appointment

Office

SALVADOR ALEMANY MAS Appointments and


Chairman - Chief Executive Officer

FRANCISCO REYNÉS MASSANET Appointments and

Remuneration CommitteeChief Executive Officer

Total number of executive officers 2

% of total Board Members 10.526

RNAL DIRECTORS REPRESENTING SIGNIFICANT SHAREHOLDERS (NON-INDEPENDENT OR PROPRIETARY)


Board Member

Committee proposing

appointment


significant shareholder represented

or proposing appointment

ISIDRO FAINÉ CASAS Appointments and


FLORENTINO PÉREZ RODRÍGUEZ Appointments and




G3T, S.L. Appointments and

Remuneration CommitteeInversiones Autopistas, S.L.





ENRIC MATA TARRAGÓ Appointments and

Remuneration CommitteeCaixa d’Estalvis unió de Caixes de

Manlleu, Sabadell i Terrassa (UNNIM)

LEOPOLDO RODÉS CASTAÑÉ Appointments and


MANUEL RAVENTÓS NEGRA Appointments and


MARCELINO ARMENTER VIDAL Appointments and


PABLO VALLBONA VADELL Appointments and




RICARDO FORNESA RIBÓ Appointments and


THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L.








ÁNGEL GARCÍA ALTOZANO Appointments and




Total number of Board Members representing significant shareholders 13


200 CSR AAAR

EXTERNAL INDEPENDENT DIRECTORS


EMILIO GARCÍA GALLEGO

Profile

Self-employed as Road, Canal and Port Engineer.

Consultant to the company Dintrevil.la.


ERNESTO MATA LÓPEZ

Profile

Vice-Chairman of Applus Servicios Tecnológicos, S.L.


MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ

Profile

Member of the Board of Directors of Telefónica Internacional, S.A.

Member of the Board of Directors of Telesp Brasil.


RAMON PASCUAL FONTANA

Profile

Transport sector industrialist.

Total number of independent directors 4


OTHER EXTERNAL DIRECTORS

Describe the reasons why the following directors cannot be considered as representatives of significant shareholders (proprietary) or independent directors and also describe their connection with the company, its managers or shareholders:

Indicate the variations which, as the case may be, may have taken place in the types of directors during this period:

B.1.4 Explain, as the case may be, the reasons why proprietary directors have been appointed at the request of shareholders whose equity below 5% of share capital:

Name or registered name of shareholder

CAIXA D’ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL I TERRASSA (UNNIM)

Justification

Enric Mata Tarragó. Appointment made before the year, as a result of the merger of Acesa and Áurea that gave rise to abertis.

Indicate whether formal requests to be part of the Board from shareholders have been declined, despite their interests being the same or larger than the interests of those whose request to appoint proprietary directors has been accepted. If so, explain the reason for accepting those:

5 NO

B.1.5 Indicate whether any directors have resigned before the end of their term, whether they have explained to the Board the reasons why and by what means, and, if having informed the Board in writing, explain at least the reasons alleged:

3 YES

Name of director

BRAULIO MEDEL CÁMARA


Strictly personal

Name of director

COMUNIDADES GESTIONADAS, S.A.



Name of director

JAVIER ECHENIQUE LANDIRIBAR



201 CSR AAAR

Name of director

JULIO SACRISTÁN FIDALGO



B.1.6 Indicate, as the case may be, the powers conferred upon him or the executive officer/s:


FRANCISCO REYNÉS MASSANET

Brief description




Brief description


B.1.7 Identify, as the case may be, the Board members holding office as directors or managers in other companies that form part of the same group as the listed company:


group companyOffice

SALVADOR ALEMANY MAS Abertis AIRPORTS, S.A. Several Administrator

SALVADOR ALEMANY MAS Abertis AUTOPISTAS ESPAÑA, S.A. Several Administrator

SALVADOR ALEMANY MAS Abertis telecom, S.A. Chairman and Chief Executive

Officer

SALVADOR ALEMANY MAS Airports MEXICANOS DEL

PACÍFICO (AMP) Sole Administrator

SALVADOR ALEMANY MAS AREAMED 2000, S.A. Vice-Chairman

SALVADOR ALEMANY MAS AUTOPISTAS. CONCESIONARIA

ESPAÑOLA, S.A.

Chairman and Chief Executive

Officer


AUTOPISTES DE CATALUNYA,

S.A. CONCESSIONÀRIA DE LA

GENERALITAT DE CATALUNYA

Several Administrator

SALVADOR ALEMANY MAS BRISA-AUTO-ESTRADAS DE

PORTUGAL, S.A. Director

SALVADOR ALEMANY MAS CENTRO INTERMODAL DE

LOGÍSTICA, S.A. Vice-Chairman

SALVADOR ALEMANY MAS GRUPO AEROPORTUARIO DEL

PACÍFICO (GAP) Sole Administrator

SALVADOR ALEMANY MAS IBERPISTAS, S.A. CONCESIONARIA

DEL ESTADO Director

SALVADOR ALEMANY MAS INFRAESTRUCTURES VIÀRIES DE

CATALUNYA, S.A. Several Administrator

SALVADOR ALEMANY MAS PARC LOGÍSTIC DE LA ZONA

FRANCA, S.A. Vice-Chairman

SALVADOR ALEMANY MAS RETEVISIÓN I, S.A. SOCIEDAD

UNIPERSONAL Several Administrator

SALVADOR ALEMANY MAS SABA APARCAMIENTOS, S.A. Chief Executive Officer

SALVADOR ALEMANY MAS TRADIA TELECOM, S.A. Several Administrator

G3T, S.L. IBERPISTAS, S.A. CONCESIONARIA

DEL ESTADO Director

FRANCISCO REYNÉS MASSANET AUTOPISTA VASCO ARAGONESA.

CONCESIONARIA DEL ESTADO, S.A. Director

FRANCISCO REYNÉS MASSANET EUTELSAT COMMUNICATIONS Director

202 CSR AAAR


group companyOffice

FRANCISCO REYNÉS MASSANET HISPASAT, S.A. Director

FRANCISCO REYNÉS MASSANET SOCIÉTÉ DES AUTOROUTES DU

NORD ET DE L´EST DE LA FRANCE Director

FRANCISCO REYNÉS MASSANET TBI LTD Director

ENRIC MATA TARRAGÓ SABA APARCAMIENTOS, S.A. Rep. Director UNIMM

ERNESTO MATA LÓPEZ AUTOPISTAS AUMAR, S.A.

CONCESIONARIA DEL ESTADO Director

PABLO VALLBONA VADELL IBERPISTAS, S.A. CONCESIONARIA

DEL ESTADO Chairman

ÁNGEL GARCÍA ALTOZANO Abertis telecom, S.A. Director

ÁNGEL GARCÍA ALTOZANO SABA APARCAMIENTOS, S.A. Director

B.1.8 Identify, as the case may be, the company directors who are also Directors of other Boards of Directors of companies listed in official stock markets in Spain and not part of this group that have been reported to the company:

Name or registered name of the directorRegistered name of the listed

company Office


ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. Vice-Chairman

ISIDRO FAINÉ CASAS REPSOL YPF, S.A. 2nd Vice-Chairman

FLORENTINO PÉREZ RODRÍGUEZ ACS. ACTIVIDADES DE Construction and

services, S.A.

Chairman and Chief

Executive Officer


PABLO VALLBONA VADELL ACS. ACTIVIDADES DE Construction and

services, S.A. Vice-Chairman

PABLO VALLBONA VADELL CORPORACIÓN FINANCIERA ALBA, S.A. Vice-Chairman

B.1.9 Indicate, and, as the case may be, explain whether the company has established rules on the number of Boards its directors may sit on:

5 NO

B.1.10 With regards to recommendation 8 of the Unified Code, please, list the company’s general policies and strategies that the Board in full has reserved for itself:

Investment and financing policy Yes

Establishment of the group structure Yes

Corporate governance policy Yes

Corporate social responsibility policy Yes

Strategic or business plan and the annual management and budget targets Yes

Remuneration policy and assessment of senior management performance Yes

Risk control and management policy an periodical follow-up of internal control and reporting systems Yes

Dividend and treasury share policy, especially its limits. Yes

B.1.11 Fill in the tables below on to the aggregate remuneration of directors accrued during the financial year:

a) The company object of the present report:


Fixed remuneration 4,286


Per diems 0



Others 0

Total 4,513


Advances 0

Loans granted 0





203 CSR AAAR

b) As members boards of directors and/or undertaking senior management in other group companies:


Fixed remuneration 876


Per diems 21



Others 0

Total 902


Advances 0

Loans granted 0





c) Total remuneration per type of director:

Type of director By company By group

Executive directors 2,857 493

External directors representing significant shareholders (proprietary

or non-independent)

1,321 336

External independent directors 335 73

Other external directors 0 0

Total 4,513 902

d) With regard to the profits attributed to the equity holders of the company:

Total remuneration to directors (in Thousand Euros) 5,415

Total remuneration to directors/profit attributed to the equity holders of the company (in %) 0.8

B.1.12 Identify the members of senior management who are not at concurrently executive directors and indicate the total remuneration accrued in their favour during the financial year:

Name or registered name Office

JOSEP MARTÍNEZ VILA General Manager of Business and Operations

FRANCISCO JOSÉ ALJARO NAVARRO General Financial and Corporate Resources Manager

JOSEP MARIA CORONAS GUINART General Secretary

MARTA CASAS CABA General Vice-Secretary and Corporate Legal Advisory Manager

SERGI LOUGHNEY CASTELLS Institutional Relates Corporate Manager

ANTONI BRUNET MAURI General Manager of Studies and Communication

DAVID DÍAZ ALMAZÁN Manager of Corporate Strategy and Development

JORDI LAGARES PUIG General Manager of Corporate Control and Administration

JOAN RAFEL HERRERO Corporate Manager of Persons and Organisation

Total remuneration senior management (in Thousand Euros) 3,397

B.1.13 Indicate, in the aggregate, as the case may be, the existence of guarantees or golden parachute clauses in the event of dismissals or changes in company control, in favour of senior management members, including executive directors of the Company or its Group. Indicate whether these contracts must be reported and/or approved by the company’s or the bodies of its group:

Number of beneficiaries 2

Board of directors General Meeting of

Shareholders’

Body authorising terms of the guarantees Yes No

Is the General Meeting of Shareholders informed of such guarantee terms? No

204 CSR AAAR

B.1.14 Indicate the process followed in establishing remuneration for the members of the Board of Directors and the relevant articles under the Articles of Association thereto:

Procedure for establishing the remuneration of members of the Board of Directors and the pertinent clauses under the Articles of Association

As provided in section 4 of the Regulations of the Board of Directors, the Board of Directors is exclusively competent in full to approve the remuneration policy proposed by the Appointments and Remuneration Committee, and the appraisal of senior managers, and at the proposal of the Company’s Chief Executive Officer, the appointment and possible dismissal of senior managers, as well as their indemnity clauses.

Articles 22 and 23 of the Regulations of the Board of Directors provide as follows:

“Article 22. Directors’ remuneration

Directors shall be entitled to the remuneration established by the Board of Directors in accordance with the provisions of the Articles of Association.

The Annual Corporate Governance Report shall in also include the aggregate remuneration of the Board of Directors.

Article 23. Remuneration of non-executive directors

The Board of Directors and the Appointments and Remuneration Committee shall take all steps within their power to ensure that the remuneration of non-executive directors is in line with their actual services and provides an incentive for their work without affecting their independence.

Article 24 of Articles of Association reads as follows:

“The yearly remuneration of Directors for their management functions as members of the Board of Directors shall be a share in the liquid profits, only to be paid after the reserves and dividends obligations established by law have been met. Furthermore, remuneration shall not exceed, in any case and in the aggregate, two per cent of profits. The Board of Directors shall distribute the portion amongst its members in the form and amount at its discretion and this information shall be recorded in the annual report in the manner established by law.

Subject to agreement of the Shareholders’ Meeting under the terms laid down by Company Law, Directors exercising executive functions may additionally take part in incentive plans approved by the company’s directors granting remuneration including the payments in shares, recognition of share options or remuneration indexed to share value.”


Indicate whether the entire Board has reserved the right to adopt the following resolutions:

On proposal from the Company’s chief executive, the appointment and eventual discharge of

senior managers, and the indemnity clauses.Yes

The Board members’ remuneration and the additional remuneration of executive directors due

to their executive functions and other terms their contracts must comply with.Yes

B.1.15 Indicate whether the Board of Directors has approved a detailed remuneration policy and specify its points thereunder:

3 Yes

Fixed remuneration items, including, as the case may be, a breakdown of attendance expenses

accrued to the members for Board of Directors and Committee meetings and an estimate of the

annual fixed remuneration accrued.

Yes

Variable remuneration. Yes

Main features of pension systems, including an estimate of their equivalent annual cost. Yes

Conditions under senior management contracts, including executive officers Yes

B.1.16 Indicate whether the Board of Directors submits a report on the directors’ remuneration policy to a vote of the General Meeting of Shareholders as separate point on the agenda, for consultation purposes only. If so, explain the aspects of the report on remuneration policy adopted by the Board for future years, the most important changes in such policies with regards to the current policy applied during the year under review and an overall summary on the application of remuneration policy during the year. Provide details on the role of the Remuneration Committee and if external advice has been sought, the identity of the external consultants:

3 Yes

Issues dealt with by the report on remuneration policy Annual fixed remuneration

of the Remuneration Committee Prior report/proposal

Has external advice been sought?

Identity of external consultants

205 CSR AAAR

B.1.17 Indicate, as the case may be, the identity of the members of the Board of Directors who are, at the same time, members of the Board of Directors, managers or employees of companies holding significant interests in the listed company and/or in other entities of its group:



FLORENTINO PÉREZ RODRÍGUEZ ACS, Actividades de Construcciones y Servicios, S.A. Chairman and Chief Executive Officer

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. ADMIRABILIA, S.L. Director

FRANCISCO REYNÉS MASSANET VIDACAIXA GRUPO, S.A.U. Director

ENRIC MATA TARRAGÓ CAIXA D´ESTALVIS UNIÓ DE CAIXES DE MANLLEU, SABADELL I TERRASSA (UNNIM)

General Manager


MANUEL RAVENTÓS NEGRA VIDACAIXA GRUPO, S.A.U. Director

MANUEL RAVENTÓS NEGRA SOCIEDAD GENERAL DE AGUAS DE BARCELONA, S.A. Director

MARCELINO ARMENTER VIDAL CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA) Executive Assistant to the General Manager

MARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. Executive President

MARCELINO ARMENTER VIDAL CAIXA CAPITAL PYME INNOVACIÓN, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A.


MARCELINO ARMENTER VIDAL CAIXA CAPITAL MICRO, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A.U. Chairman and Chief Executive Officer

MARCELINO ARMENTER VIDAL INVERSIONES INMOBILIARIAS TEGUISE RESORT, S.L. Representative of the Board Director “La Caixa”

MARCELINO ARMENTER VIDAL INVERSIONES INMOBILIARIAS OASIS RESORT, S.L. Representative of the Board Director “La Caixa”

MARCELINO ARMENTER VIDAL CAIXA CAPITAL SEMILLA, S.C.R. DE RÉGIMEN SIMPLIFICADO, S.A. Chairman and Chief Executive Officer

MARCELINO ARMENTER VIDAL CAIXA EMPRENDEDOR XXI, S.A. (formerly INICIATIVA EMPRENDEDOR XXI, S.A.)

Sole Administrator

PABLO VALLBONA VADELL ACS, Actividades de Construcciones y Servicios, S.A. Vice-Chairman

RICARDO FORNESA RIBÓ VIDACAIXA GRUPO, S.A.U. Chairman

RICARDO FORNESA RIBÓ VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS Chairman

THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. ADMIRABILIA, S.L. Director

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. ADMIRABILIA, S.L. Director

ÁNGEL GARCÍA ALTOZANO CORPORATE FUNDING, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO TRÉBOL INTERNATIONAL BV Director

ÁNGEL GARCÍA ALTOZANO MAJOR ASSETS, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

206 CSR AAAR


ÁNGEL GARCÍA ALTOZANO PR PISA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO URBASER, S.A. Director

ÁNGEL GARCÍA ALTOZANO VILLANOVA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO NOVOVILLA, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO RESIDENCIAL MONTE CARMELO, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO DRAGADOS, S.A. Director

ÁNGEL GARCÍA ALTOZANO ACS, Actividades de Construcciones y Servicios, S.A. Corporate General Manager

ÁNGEL GARCÍA ALTOZANO CARIÁTIDE, S.A. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO ACS TELEFONÍA MÓVIL, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO CLECE, S.A. Director

ÁNGEL GARCÍA ALTOZANO XFERA MÓVILES, S.A. Chairman

ÁNGEL GARCÍA ALTOZANO ROPERFELI, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO PUBLIMEDIA SISTEMAS PUBLICITARIOS, S.L. Director

ÁNGEL GARCÍA ALTOZANO VILLA ÁUREA, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO ACS, Services, communications and energy, S.L. Director

ÁNGEL GARCÍA ALTOZANO IRIDIUM CONCESIONES DE INFRAESTRUCTURAS, S.A. Director

ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS Y CONCESIONES, S.L Director

ÁNGEL GARCÍA ALTOZANO ÁUREA FONTANA, S.L. Natural person representing the Sole Administrator of ACS, Actividades de Construcciones y Servicios, S.A.

ÁNGEL GARCÍA ALTOZANO ADMIRABILIA, S.L. Chairman

ÁNGEL GARCÍA ALTOZANO HOCHTIEF, A.G. Director

207 CSR AAAR

List, as the case may be, significant relationships other than those shown in the previous heading of members of the Board of Directors side by side with significant shareholders and/or group entities:

Name or registered name of associated director

ISIDRO FAINÉ CASAS

Name or registered name of associated significant shareholder


Description of relationship

CHAIRMAN OF THE CONTROLLING SHAREHOLDER OF THE SHAREHOLDER CRITERIA.

B.1.18 Indicate, as the case may be, the amendments made to the regulations of the board of directors during the financial year:

5 NO

B.1.19 Indicate the procedures for the appointment, re-election, evaluation and removal of directors. Include details on the competent bodies, the procedures to be followed and the criteria applied to each procedure.

The procedures for the appointment, re-election, evaluation and removal of board members are basically regulated under articles 16 to 19 of the regulations of the Board of Directors, transcribed below:

“Article 16. Appointment of Board members

1. The directors shall be appointed by the General Meeting or by the Board of Directors in accordance with the provisions of the Spanish Public Limited Companies Act.

2. Proposals for the appointment of directors submitted by the Board of Directors to the General Meeting for consideration, and resolutions on the appointment of directors adopted by the Board using the powers to co-opt members afforded to it by law, must both be preceded by a corresponding proposal by the Appointments and Remuneration Committee, for independent directors, and a report for other directors.

Article 17. Appointment of non-executive directors

The Board of Directors and the Appointments and Remuneration Committee shall, within the scope of their powers, ensure that candidates for election are persons of recognised standing, competence and experience, and shall be particularly rigorous with respect to those who occupy the offices of independent directors indicated in Article 5 above, and under the terms of the standards of good governance applicable thereto.

Article 18. Term of office

1. Directors shall hold office for the term indicated under the Articles of Association and shall be eligible for re-election.

2. Directors co-opted to the Board shall hold office until the date of the next General Meeting.

When, following a report by the Audit and Control Committee, the Board of Directors considers the

interests of the Company to be in jeopardy, a director whose term of office has ended or who for any other reason ceases to hold office may not work for any other company that has the same or similar corporate purposes as those of the Company and that is a competitor of the Company in the opinion of the Board of Directors, for such period as the Board may establish, which shall in no case be more than two (2) years.

Article 19. Removal of directors

1. Directors shall cease to hold office on expiry of their term of office and when removed by the General Meeting in exercising the powers conferred on it by law and by the Articles of Association.

2. Directors shall tender their resignation and, if the Board of Directors considers it appropriate, shall formally resign in the following cases:




d) When their membership on the Board could jeopardise the interests of the Company and when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have occurred with respect to a non-independent or proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands a reduction of their representative directors.

3. Executive directors must tender their resignation to the Board on reaching the age of seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.”


B.1.20 Indicate the cases which require the resignation of directors.

1) When their mandate period for which they were appointed has expired and when the General Meeting of Shareholders, in application of its legal and statutory powers, decides to remove them.

2) Directors must tender their resignation to the Board of Directors and formalise, if required by the latter, their resignation in the following cases:




d) When their membership of the Board could jeopardise the interests of the Company and when the reasons for which they were appointed cease to apply. This circumstance shall be considered to have

208 CSR AAAR

occurred with respect to a proprietary director when his shareholding or that of the shareholder whose interests he represents is disposed of and also when the reduction of their shareholding demands a reduction of their representative directors. Executive directors must tender their resignation to the Board on reaching the age of seventy and the Board shall decide whether they may continue to perform the executive duties delegated to them or remain simply as directors.

B.1.21 Explain whether the Chairman of the board of directors assumes the function of chief executive officer of the company. If so, indicate the measures taken to limit the risks of accumulation of power by a single individual:

3 YES

Indicate, and as the case may be, and explain whether rules have been established to empower one of the independent Board members to call a meeting of the Board of Directors or the addition of new points to the agenda, to coordinate and reflect the concerns of external board members and to lead the appraisal by the Board of Directors.

5 NO

B.1.22 Are qualified majorities, other than those legally established, required to adopt certain types of resolutions?:

3 YES

Indicate the procedure for adoption of resolutions by the Board of Directors, including the minimum quorum and type of majorities required to adopt such resolutions:


In the event of permanent delegation of any power of the Board of Directors conferred upon the Executive Committee or the Chief Executive Officer and the appointment of the directors to hold such offices and the appointment of the general managers of abertis.

Quorum %


Type of majority %



Investments and divestments when higher than any of the following figures:

a) Euros two hundred million (200 million).

b) a similar figure equivalent to 5% of the Company’s own resources.

Quorum %


Type of majority %



Proposals of resolutions affecting the number of directors, the creation of Board of Directors’ committees, the appointment of office thereto and the appointment proposals for the boards of directors of subsidiaries and investee companies.

Quorum %


Type of majority %



Proposals for transformation, merger, de-merger or dissolution of the company, global transfer of assets and liabilities of the company, contribution of branch of activity, modification of the company’s corporate purposes, increase and reduction of share capital.

Quorum %


Type of majority %


209 CSR AAAR


Approval and modification of the Regulations of the Board of Directors

Quorum %


Type of majority %


B.1.23 Explain whether specific requirements exist to be appointed as chairman, other than those applicable to directors:

5 NO

B.1.24 Indicate whether the Chairman holds the casting ballot:

5 NO

B.1.25 Indicate whether the Articles of Association or the Regulations of the Board of Directors establish an age limit for directors:

3 YES

Age limit for the Chairman Age limit for the Chief Executive

Officer Age limit for Directors

0 70 0

B.1.26 Indicate whether the Articles of Association or the Regulations of the Board of Directors limit the term in office of independent directors:

3 YES

Maximum number of years in office 12

B.1.27 Should the number of women directors be very low or nil, explain the reasons why and the plans adopted to change that situation.

Reasons and plans

The Board of Directors intends to improve the presence of the number of women on the Board. In order to do so, the Appointments Committee takes special care to meet that aim when considering possible candidates for new appointments to the Board. Please note that the 3rd Vice-Chairman appointed by G3T, S.L. is Ms. Carmen Godia Bull.

Particularly, indicate whether the Appointments and Remuneration Committee has laid down procedures to eliminate implicit biases in selection processes hindering the employment of women and whether said Committee has deliberately sought out women who meet the profile required for the position:

5 NO

B.1.28 Indicate whether formal procedures exist to delegate votes for the meetings of the Board of Directors. If so, describe them briefly.

Only a written proxy for each Board meeting is required.

B.1.29 Indicate the number of meetings held by the Board of Directors during the year under review. Likewise, point out, as the case may be, the number of times that the Board has met without the attendance of its Chairman:

Number of meetings of the Board of Directors 6

Number of Board meetings without the attendance of its Chairman 0

Indicate the number of meetings held by the various Board Committees during the year under review:

Number of Executive or Delegated Committee meetings 7

Number of Audit Committee meetings 5

Number of Appointments and Remuneration Committees meetings 7

Number of Appointments Committee meetings 0

Number of Remuneration Committee meetings 0

210 CSR AAAR

B.1.30 Indicate the number of meetings held by the Board of Directors not attended by all its members during the year under review. Representatives attending without specific instructions will be counted as non attendances:

Number of non attendances of directors during the year 4

% of non attendances over the total votes during the year 6.779

B.1.31 Indicate whether the individual and consolidated annual accounts submitted to the Board for approval have been previously certified:

3 YES

Indicate, as the case may be, the person or persons certifying the individual or consolidated annual accounts for their formulation by the Board:

Name Position

SALVADOR ALEMANY MAS Chairman - Chief Executive Officer

FRANCISCO REYNÉS MASSANET Chief Executive Officer

JORDI LAGARES PUIG Corporate Planning and Control Manager

B.1.32 Explain, should there be any, the mechanisms laid down by the Board of Directors to avoid the qualifications of the auditor report of the individual and consolidated accounts formulated by the General Meeting of Shareholders.

The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include ensuring that the company’s annual accounts and those of its group are prepared in compliance with generally accepted accounting principles and standards in order to avoid a qualification by the auditors of their opinions on the accounts.

The Audit and Control Committee holds periodical meetings with the company’s external auditors to avoid discrepancies in the criteria to be followed in the preparing of the annual accounts.

However, in such event, the Audit and Control Committee’s Functions and Activities Report will include the possible discrepancies between the Board of Directors and the external auditors and will publicly explaining the content and scope thereof.

B.1.33 Is the secretary of the Board also a director?

5 NO

B.1.34 Explain the appointment and removal procedures of the Board Secretary and indicate whether his appointment and removal have received the opinion of the Appointments Committee and approved by the Board of Directors in full.

Appointment and removal procedure

By resolution of the Board of Director and subject to the report from the Appointments and Remuneration Committee.

Does the Appointments Committee issue a report on the nomination? Yes

Does the Appointments Committee issue a report on the removal? Yes

Does the Board of Directors in full approve the nomination? Yes

Does the Board of Directors in full approve the removal? Yes

Do the special duties of the Secretary of the Board of Directors include ensuring that the good governance recommendations are implemented?

3 YES

B.1.35 Indicate, as the case may be, whether mechanisms have been established by the company to preserve the independence of the auditor, financial analysts, investment banks and rating agencies.

The Audit and Control Committee monitors the situations affecting the independence of auditors, and in order to do so it approves the audit services and other services rendered by the external auditors, monitors the fees charged by them and monitors the percentage of such fees in the total income of the Audit firm. Likewise, it controls the independence and rotation of members of the audit team pursuant to the existing standards in the field and obtains letters of independence signed by the auditors examining abertis and the other companies controlled by the abertis group.

Additionally, and in accordance with the legal requirements, the company’s annual accounts include the fees paid to the company’s external auditor (PricewaterhouseCoopers Auditores, S.L.) and to other companies using the PwC mark, both for the audit services rendered and for services of a different nature.

The governing bodies in the company give special care to protecting the independence of the financial analysts, investment banks and rating agencies in the event of engaging any of them during the normal course of company business.

211 CSR AAAR

B.1.36 Indicate whether during this year the company has changed its external auditor. If so, please, identify the former and new auditor:

5 NO

Former Auditor New Auditor

In the event of disagreements with the former Auditor, please explain the content of such disagreements:

5 NO

B.1.37 Indicate whether the audit firm carries out work for the company and/or its group other than the audit work. In such case, indicate the fees received for such work and the percentage of such fees of the total amount charged to the company and/or its group:

3 YES

Company Group Total

Amount of work performed other than the audit (Thousand Euros) 431 674 1,105

Amount of non-audit work/total amount invoiced by the Audit firm (in %)

72.940 31.140 40.100

B.1.38 Indicate whether the Audit Report on the previous year’s annual accounts contain reservations or qualifications. As the case may be, indicate the reasons given by the Chairman of the Audit Committee to explain the content and scope of said reservations or qualifications.

5 NO

B.1.39 Indicate the number of consecutive years the current audit firm has been auditing the company and/or group annual accounts. Likewise, indicate the percentage represented by the number of years audited by the current audit firm in the total number of years the company’s annual accounts have been audited:

Company Group

Number of consecutive years 25 17

Number of years the current audit firm has audited / number of years the company has been audited (%)

64.2 100.0

B.1.40 Indicate the shareholdings of the members of the company’s Board of Directors in the share capital of companies engaged in the same, similar or complementary activities as that of the corporate purposes of the company and group, of which the company is aware. Likewise, include the offices or functions held or undertaken in such companies:


DirectorRegistered name of company

%

shareholdingOffice or functions

ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. 0.010 Vice-Chairman

FLORENTINO PÉREZ RODRÍGUEZ


12.520 Chairman and Chief

Executive Officer

MARCELINO ARMENTER VIDAL TELEFÓNICA, S.A. 0.000 -

PABLO VALLBONA VADELL ACS, Actividades de Construcciones

y Servicios, S.A. 0.009 Vice-Chairman

ÁNGEL GARCÍA ALTOZANO ACS, Actividades de Construcciones

y Servicios, S.A. 0.108

Corporate General Manager

B.1.41 Indicate and, as the case may be, describe whether there is a procedure for external consultants to advise the Board members:

3 YES

Explanation of the procedure

In accordance with Article 21 of the regulations of the Board of Directors on Assistance from experts:

1. In order to be assisted in performing their duties, non-executive directors may, when there are special circumstances requiring it, engage legal, accounting and financial advisers or other experts at the Company’s expense. The engaging of such services must necessarily be connected with specific problems of a certain importance and complexity arising in the course of performing their duties.

2. The decision to engage such services must be notified to the Chief Executive Officer and may be vetoed by the Board of Directors if the following can be shown:

a) It is not necessary for the proper performance of their duties as non-executive directors.

b) The cost is not commensurate with the importance of the problem and the Company’s assets and earnings.

c) The technical assistance required could be adequately provided by the Company’s own technical experts.

212 CSR AAAR

B.1.42 Indicate whether a procedure exists that provides directors with the necessary information to duly prepare the meetings of the company’s management bodies in a timely manner. If so, describe:

3 YES

Procedure

The procedure allowing the directors to have the necessary information to prepare the meetings of the governing bodies with sufficient time is based on the submission of written materials a week prior to the meeting and serving, if applicable, any request for additional information.

Such documentation will be physically posted on a website created with the utmost security measures for the exclusive and personalised use of the directors of the Company, known as the “Abertis Directors’ Information System”, which furthermore contains documentary information such as the minutes of the Board of Directors and Committee meetings, resolutions on corporate governance, annual reports and relevant events, amongst others.

B.1.43 Indicate and as the case may be explain whether the company has laid down rules requiring the directors to report and even resign in cases where the credit and reputation of the company may be damaged:

3 YES

Description of Rules

In accordance with 19.2 of the Regulations of the Board of Directors, directors shall tender their resignation.

a) When they become incompatible with or barred by law from holding office.

b) When they are charged with an offence or are the subject of disciplinary proceedings by the regulators for a serious or very serious misdemeanour.

c) When their membership of the Board could jeopardise the interests of the Company and when the reasons for which they were appointed cease to apply.

B.1.44 Indicate whether any member of the Board of Directors has informed the company that he is being prosecuted or summonsed to appear in court for any offence indicated in section 124 of the Spanish Public Limited Companies Act:

5 NO

Indicate whether the Board of Directors has analysed the case. If so, explain fully the decision taken on the permanence or removal of the Director.

5 NO

Decision taken Explanation in full

B.2 Board of Directors’ Committees

B.2.1 Give details of all the Board of Directors’ committees and their members:


Name Office Type

SALVADOR ALEMANY MAS President Executive

FLORENTINO PÉREZ RODRÍGUEZ Member Non-independent / proprietary

FRANCISCO REYNÉS MASSANET Member Executive

G3T, S.L. Member Non-independent / proprietary

ISIDRO FAINÉ CASAS Member Non-independent / proprietary

MARCELINO ARMENTER VIDAL Member Non-independent / Proprietary






Name Position Type

MANUEL RAVENTÓS NEGRA PRESIDENT NON-INDEPENDENT /

PROPRIETARY

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ MEMBER INDEPENDENT

RICARDO FORNESA RIBÓ MEMBERNON-INDEPENDENT /

PROPRIETARY

THEATRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L.

MEMBERNON-INDEPENDENT /

PROPRIETARY

ÁNGEL GARCÍA ALTOZANO MEMBERNON-INDEPENDENT /

PROPRIETARY

213 CSR AAAR


Name Position Type

ERNESTO MATA LÓPEZ PRESIDENT INDEPENDENT

EMILIO GARCÍA GALLEGO MEMBER INDEPENDENT

MARCELINO ARMENTER VIDAL MEMBERNON-INDEPENDENT /

PROPRIETARY

B.2.2 Indicate whether the following functions fall to the Audit Committee:

Overseeing the process of preparing financial information on the company, and, if applicable, the group,

reviewing compliance with legislative requirements, the appropriate definition of the consolidation scope

and application of accounting criteria.

Yes

Periodically reviewing the internal control systems and risk management in order to identify, manage and adequately disclose the main risks.

Yes

Ensuring the independence and effectiveness of the internal audit function; proposing the selection, appointment, re-election and removal of the person in charge of the internal audit service; proposing the budget for this service; receiving periodical information on its activities; and verifying that senior management is taking into account the conclusions and recommendations in their reports.

Yes

Establishing and monitoring a mechanism allowing employees to report confidentially, and if necessary, anonymously, any major irregularities, especially of a financial or accounting nature that have been detected in the company.

Yes

Submitting to the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor and the respective terms of engagement.

Yes

Receiving regular information from the external auditor on the audit plan and the results of its execution, and verifying that senior management takes their recommendations into account.

Yes

Ensuring the independence of the external auditor. Yes

Should there be a group of companies, facilitating for the group auditor the audits of the group companies. Yes

B.2.3 Describe the organisation and functioning rules and the responsibilities of each Committee of the Board of Directors.


CONTROL AND AUDIT COMMITTEE

Brief description

Article 13. The Audit and Control Committee.

1. The Board of Directors shall appoint from among its members a Control and Audit Committee made up of three (3) members, the majority of whom must be non-executive directors.

2. Notwithstanding any other tasks which may be assigned to it by the Board, the Control and Audit Committee shall have the following basic duties:

a) To oversee the Company’s financial information and internal control processes.

b) To propose the appointment of the auditor, their terms of engagement, the scope of their professional mandate and, where appropriate, their dismissal or non-renewal.

c) To report to the General Meeting on any questions raised by shareholders concerning matters within its remit.

d) To review the Company’s accounts, to ensure compliance with legal requirements and the correct application of generally accepted accounting principles, and to report on proposals by the management to alter accounting principles and practices.

e) To serve as the channel for communication between the Board of Directors and the auditors, to assess the results of each audit and the response by the management team to its recommendations, and to mediate in the event of any disagreement between the auditors and the management in connection with the principles and practices applied in drawing up the financial statements.

f) To supervise the internal audit services, to check their adequacy and integrity and to review the appointment and replacement of the persons in charge of them.

g) To supervise performance of the audit engagement and to ensure that the opinion on the annual accounts and the main contents of the audit report are drafted clearly and precisely.

h) To maintain relations with the external auditors in order to obtain information on matters that could jeopardise their independence and any other matters relating to the conduct of the auditing of the accounts, as well as other communications laid down in legislation on the auditing of accounts and the technical regulations governing audits.

i) to consider any suggestions put to it by the Chairman of the Board of Directors, members of the Board, senior executives or shareholders of the Company.

3. Meetings shall be called by the Chairman of the Committee, either on his or her own initiative or at the request of the Chairman of the Board of Directors or of two (2) members of the Committee.

4. The Board shall appoint a Chairman from among the Committee members who are non-executive directors. The Committee itself shall also appoint a Secretary, and may appoint a Vice-Secretary, neither of whom need be members of the Committee.

5. Any member of the management team or any employee of the Company who is requested to attend Committee meetings shall be obliged to do so and to co-operate and provide access to the information in his or her possession. The Committee may also require the Company’s auditors to attend its meetings.

214 CSR AAAR



Brief description

Article 14. The Appointments and Remuneration Committee

1. The Appointments and Remuneration Committee shall be made up of non-executive directors, the number of whom shall be determined by the Board. The composition of the Committee shall reasonably reflect the relation on the Board of independent directors to those representing significant shareholders.

2. Notwithstanding any other tasks which may be assigned to it by the Board, the Appointments and Remuneration Committee shall have the following basic duties:

a) To formulate and review the criteria for the composition of the Board of Directors and the selection of candidates.

b) To submit to the Board its Appointments of Directors, for the Board to either co-opt them directly or submit them to the decision of the General Meeting of Shareholders.

c) To propose to the Board the members who are to sit on each Committee.

d) To propose to the Board of Directors the system for payment of directors’ remuneration and the amount of such remuneration.

e) To regularly review the remuneration scales and their weighting in terms of appropriateness and performance.

f) To provide information on operations that involve or might involve a conflict of interests and, in general, on the matters contemplated in Chapter IX of these Regulations.

g) To consider any suggestions put to it by the Chairman of the Board of Directors, members of the Board, senior executives or shareholders of the Company.

h) To provide information concerning the matters referred to in paragraphs 1), 2) y 6) of part b) of section 2) of article 4 of these Regulations.

3. The Appointments and Remuneration Committee shall meet whenever the Board of Directors or the Chairman of the Board requests a report be issued or proposals be adopted, and, in any case, whenever appropriate for the proper performance of their duties. Meetings shall be called by the Chairman of the Board of Directors or by two (2) members of the Committee itself.

4. The Board shall appoint a Chairman of the Committee from amongst the members of said Committee. The Committee itself shall appoint a Secretary, and may appoint a Vice-Secretary, neither of whom need be members of the Committee.



Brief description

Set out below please find a transcription of articles 11 and 12 of the Regulations of the Board of Directors.

“Article 11. Delegated bodies of the Board of Directors

1. Without prejudice to any individual delegation of powers to the Chairman or any other director (Chief Executive Officers) and its powers to set up delegated committees for specific purposes, the Board of Directors may establish an Executive Committee, with general decision-making powers, and an Appointments and Remuneration Committee, and shall in any event appoint an Control and Audit Committee; these last two Committees shall only have powers to inform, supervise, advise and propose on the matters specified in the following articles.

2. The Appointments and Remuneration Committee shall assess the profiles of the most suitable persons for sitting on the various Committees and shall make recommendations in this respect to the Board. In any case, it shall take into consideration the suggestions made to it by the Chairman and the Chief Executive Officer.

3. Unless otherwise laid down under the Articles of Association and in these Regulations, the Committees themselves may regulate the way in which they function. And unless otherwise specifically provided, the operating rules set out in these Regulations with respect to the Board shall apply, provided they are compatible with the nature and function of the Committee in question.

Article 12. The Executive Committee

1. The Board may appoint an Executive Committee, which shall be made up of a number of directors determined by the Board from time to time, within the maximum and minimum limits laid down under the Articles of Association, on the basis of the criteria indicated in Article 5.3 of these Regulations and reflecting as far as possible the composition of the Board.

2. The Chairman and the Chief Executive Officer shall be members of the Executive Committee.

3. The resolution appointing the members of the Executive Committee and the powers delegated to them shall require the favourable votes of at least two-thirds of the members of the Board of Directors.

4. The Chairman of the Board of Directors shall act as Chairman of the Executive Committee and the Secretary to the Board, assisted by the Vice-Secretary, shall act as Secretary.

5. The Executive Committee shall exercise the powers delegated to it by the Board of Directors.

6. Resolutions by the Executive Committee shall be passed with the favourable votes of the absolute majority of members present at the meeting in person or by proxy, except when they refer to the following matters, which shall require the favourable votes of more than two-thirds of the members of the Committee present in person or by proxy.

a) Proposals for the transformation, merger, division or winding up of the Company, the transfer of all its assets and liabilities, the contribution of a business division, amendments to its corporate purposes, and the increase or reduction of capital.

215 CSR AAAR

b) Proposals for resolutions that affect the number of directors on the Board, the creation of Committees, the appointment of officers on the Board and proposals for officers on the Boards of the Company’s subsidiaries and associates.

c) Investments and divestments that exceed the higher of the following figures: a) Euros two hundred million (Euros 200,000,000), and b) an amount equivalent to 5% of the Company’s equity.

B.2.4 List the powers of advice, consultation and, when applicable, delegations of each committee:

Name of Committee

Audit Committee

Brief description

See Section B.2.3.

Name of Committee


Brief description

See Section B.2.3.

Name of committee

Executive Committee

Brief description

See Section B.2.3.

B.2.5 Indicate, as the case may be, the existence of regulations governing the board committees, where such regulations are available for consultation, any amendments to the same during the financial year, and whether each committee voluntarily prepares an annual report on its activities.

Name of committee


Brief description

The Board of Directors’ Committees do not have their own regulations and their functioning is regulated in the Regulations of the Board of Directors posted on the company’s website. The Audit Committee has issued a report on its functions and activities for 2010, which is set out in section G of this Report.


Name of committee


Brief description



Name of committee


Brief description



B.2.6 Indicate whether the composition of the executive committee reflects the same proportion as the various types of directors on the board of directors:

5 NO

If not, explain the composition of your executive committee.

The Executive Committee is made up of two executive officers and six proprietary directors.

216 CSR AAAR

C. RELATED OPERATIONS

C.1 Indicate whether the Board of Directors in full has reserved for itself the power to approve, the operations that the Company concludes with directors, significant or represented shareholders on the Board, or persons associated with them:

3 YES

C.2 List the relevant operations entailing a transfer of resources or obligations between the company or group entities and the significant shareholder of the company:

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)


Abertis AIRPORTS, S.A.

Contractual

(guarantees –

limit 1,000)



Abertis

INFRAESTRUCTURAS

FINANCE, BV

Contractual

(financial

expenses accrued)



Abertis

INFRAESTRUCTURAS

FINANCE, BV

Contractual

(financial income

accrued)

Financial income 5,068


Abertis

INFRAESTRUCTURAS

FINANCE, BV

Contractual

(interest and

exchange rate

hedging)

Loan agreements and


(borrower)

100,526


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(interest and

exchange rate

hedging)

Loan agreements and


(borrower)

543,463


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(syndicated

loans – limit of

100,000)

Loan agreements and


(borrower)

100,000


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(guarantees –

limit 117,391)


Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(credit – limit of

180,000)

Loan agreements and


(borrower)

1,265


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(syndicated loans

– limit of 71,250)

Loan agreements and


(borrower)

71,250


Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(financial

expenses accrued)



Abertis

INFRAESTRUCTURAS,

S.A.

Contractual

(debenture)

Loan agreements and


(borrower)

160,000



Contractual

(Guarantees –

limit 4,000)

Guarantees 0


ADESAL TELECOM, S.L. Contractual (loan

– limit 1,530)

Loan agreements and


(borrower)

1,530


ARABA LOGÍSTICA, S.A.

Contractual

(syndicated loans

– limit 8,795)

Loan agreements and


(borrower)

6,785


AUTOPISTA VASCO

ARAGONESA,

CONCESIONARIA DEL

ESTADO, S.A.

Contractual

(syndicated loan –

limit 26,413)

Loan agreements and


(borrower)

26,413


AUTOPISTAS,

CONCESIONARIA

ESPAÑOLA, S.A.

Commercial

(credit card

receipt

commissions)



AUTOPISTAS,

CONCESIONARIA

ESPAÑOLA, S.A.

Contractual

(Guarantees –

limit 10,000)



AUTOPISTES DE

CATALUNYA, S.A.

CONCESSIONÀRIA DE

LA GENERALITAT DE

CATALUNYA

Contractual

(Guarantees –

limit 12,000)


217 CSR AAAR

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)


AUTOPISTES DE

CATALUNYA, S.A.

CONCESSIONÀRIA DE

LA GENERALITAT DE

CATALUNYA

Contractual

(interest and

exchange rate

hedging –

matured)

Loan agreements and


(borrower)

0


CENTRO INTERMODAL

DE LOGÍSTICA, S.A.

Contractual

(credit – limit

8,800)

Loan agreements and


(borrower)

2,131


HISPASAT, S.A.

Contractual

(syndicated loans

– limit 2,352)

Loan agreements and


(borrower)

2,352


HOLDING

DÌNFRAESTRUCTURES

DE TRANSPORT, S.A.S

Contractual

(Financial

expenses accrued)



HOLDING

DÌNFRAESTRUCTURES

DE TRANSPORT, S.A.S

Contractual

(interest and

exchange rate

hedging)

Loan agreements and


(borrower)

210,000


HOLDING DÌNFRAESTRUCTURES DE TRANSPORT, S.A.S

Contractual (financial income accrued)

Income received 1,629


HOLDING DÍNFRAESTRUCTURES DE TRANSPORT, S.A.S



28,290





6,750



Contractual (interest and exchange rate hedging)


6,375



Contractual (credit – limit 7,500)


5,490





9,500

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)


RETEVISIÓN I, S.A. SOCIEDAD UNIPERSONAL




SABA APARCAMIENTOS, S.A.




SERVIABERTIS, S.L. Commercial Services rendered 1,037


SERVIABERTIS, S.L. Contractual (Guarantees – limit 2,000)




Contractual (credit limit 1,020)


569



Contractual (loans – limit 5,100)


5,100






TRADIA TELECOM, S.A. Contractual (Guarantees – limit 3,000)





29,482

ADMIRABILIA, S.L. Abertis INFRAESTRUCTURAS, S.A.


22,792

CRITERIA CAIXACORP, S.A. Abertis INFRAESTRUCTURAS, S.A.


87,524

INVERSIONES AUTOPISTAS, S.L.



33,560




34,481

218 CSR AAAR

Name or registered


shareholder

Name or registered

name of the company

or group entity

Nature of the


Amount

(Thousand

Euros)

VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS

GRUPO Abertis Contractual (Insurance)

Management or collaboration contracts

6,758

C.3 Describe the relevant transactions involving a transfer of resources or obligations between the company or companies within the group and the company’s administrators or executives:

C.4 Describe the relevant transactions undertaken by the company with other companies in the same group, provided they were not eliminated during the process of preparing the consolidated financial statements and are not a habitual part of the company’s purposes and conditions:

C.5 Identify, as the case may be, any situation of conflict of interest of company directors as established under article 127.3 of the Spanish Public Limited Companies Act.

3 YES


ISIDRO FAINÉ CASAS




LEOPOLDO RODÉS CASTAÑÉ




MANUEL RAVENTÓS NEGRA




MARCELINO ARMENTER VIDAL




RICARDO FORNESA RIBÓ



C.6 Describe the mechanisms established to detect, determine and resolve the possible conflicts of interest between the company and/or its group, and its directors, managers or significant shareholders.

In accordance with the Regulations of the Board of Directors and the internal regulations related to the Securities Exchange, these conflicts must be reported by the directors and managers whose duty it is to abstain from assisting and taking part in matters involving conflicts of interests.

The conflict of interest situations are set out in the notes to the annual accounts.

C.7 Is more than one company in the group listed on the Stock Exchange in Spain?

5 NO

Identify the subsidiary companies listed in Spain:

219 CSR AAAR

D. RISK CONTROL SYSTEMS D.1 General description of the company and/or group risk policy, detailing and evaluating the risks covered by the systems and proof of suitability of such systems for the profile of each type of risk.

The risk control system of abertis is based on a set of strategic and operative actions aimed at complying with the overall risk policies necessary to achieve the aims adopted by the Board of Directors.

The Board of Directors, as the highest decision making and representative body of the company is responsible for defining the global risk control and risk profile of abertis Group.

The Corporation establishes the risk levels of the group, on the basis of which it sets the action limits for the different companies. Activities with risk levels higher than those established must have the prior approval from the Corporation.

abertis has an overall risk management model that identifies, classifies, evaluates, manages and monitors risk of its different business and corporate units and ensures that the level of risk exposure is consistent with the objective risk profile.

Furthermore, the model defines the persons responsible for management, oversight and determination of limits for each risk category.

abertis’s global risk management model includes the following risk categories:

1. Business risks

This category includes risks related to the market and the environment in which the Group operates and which have a special impact on strategic objectives:

Concession expiry

A major part of the business is carried out through time limited concessions, which involves the need to generate additional sources of cash flows in the medium term in order to ensure the continuity of the Group.

Certain costs must also be managed taking into account the duration of the concession (personnel, revertible investments, etc.).

Regulatory risks

The group companies must comply with both specific and general standards (accounting, environmental, employment, tax and data protection, etc.)

The abertis group is sensitive to any legislative amendments or developments since it is a listed company, and because it trades in sectors that are specifically regulated and because a large part of its business is carried out as a public concession.

Competency

The creation of alternative infrastructures (motorways, airports, car parks and telecommunications), alternative technologies (telecommunications), development of new urban areas (car parks and logistics), new competitors resulting from industry de-regulation (telecommunications) and mobility trends (motorways and car parks), etc. can impact the business directly.

Technology

The appearance of new technologies and standards can involve new investments in assets and RD, as well as the transformation of operating processes in certain Group businesses.

Customer demand

The evolution of the economy has a significant influence on the different group businesses.

Customer concentration

In certain businesses the negotiating power of customers is especially high as a result of their specific weight compared to total turnover.

Control

Risk of a lack of strategic alignment in the event of major dependence on income, earnings and cash flows of non-controlled companies.

Ramp up

Risks in the initial phase, overruns of time and costs of major projects, as well as the risk of not achieving the estimated revenue levels.

Country risk

The international investments of the abertis Group are mainly in Europe, although there are investments in some countries with a level of legal security that could affect the evolution of the business.

Financial risk

Loss in value or earnings due to adverse movements in financial variables and the inability of the company to meet its commitments or realise its assets.

Classified into interest rate / exchange rate, market, counter-party and trade receivable risks.

Due to indebtedness of the abertis Group, as a result of the expansion in the last few years, there is a major exposure to fluctuations in interest rates. There is also exposure to fluctuations in exchange rates due to investments in foreign currency, bond issues and loans in currencies.

abertis has certain hedging policies and avoid speculative operations. It also analyses its exposure to forecast cash flows and the value of company assets and liabilities to fluctuations in the interest rate curves and exchange rates in the market.

The actions taken by abertis in regards to its financial structure (refinancing policies, etc.) contribute to the maintenance of a sound structure and minimise to a great extent the effects arising from market tensions.

Furthermore, the evolution of inflation has a special impact on the Group given that the rates of a major part of the businesses are indexed to prices.

2. Operational risk

These risks include potential loss from the inadequacy of processes of key Group operations, as well as the staffing, equipment and systems that support them.

These risks are classified under: Operations (labour, tax, infrastructure obsolescence, security, environment, business discontinuity, dependence on suppliers and service quality), organisation, information (availability, integrity, confidentiality and relevance), fraud and compliance.

220 CSR AAAR

The Corporation has prepared an insurable risk analysis in the Group and has set up a corporate insurance model that contemplates the risk levels to over, directives for contracting, management, etc.

Additionally, the abertis Group has control systems that cover risks from different activities (fraud management policies, specific units allocated to controlling operational fraud, analysis of sensitivities to variations in the many business aggregates, etc.).

D.2 Indicate whether during the year under review any of the different types of risks (operational, technological, financial, legal, reputational or tax) have affected the company and/or its group:

3 YES

If so, indicate the circumstances causing them and if the control systems set up have worked.


Slight decrease in customer demand.


Evolution of economic activity.


Detected sufficiently in advance in order to make decisions (cost efficiency, search for alternative revenues, etc.).


Impact of evolution of inflation in certain businesses with rates indexed to the CPI.


Evolution of the economy


Detected sufficiently in advance in order to make decisions (cost efficiency, search for alternative revenues, etc.)


Deviations in expected aggregates of certain concessionaire companies with minority holdings


Evolution of economic activity and modifications of the initial framework


Start up of pertinent negotiations with the grantor government to restore balance to the activity

D.3 Indicate whether a committee or other government body in charge of setting up and monitoring these control mechanisms:

3 YES

If so, list the functions of such body.


Audit and Control Committee


The function, assigned by the Board of Directors, of supervising the internal control systems and risk management with the support of Internal Audit.

Internal Audit, in order to ensure its supervisory task, has set up mechanisms to identify and follow up risks inherent to the different businesses, making and updating the abertis risk maps, both at corporate level and the level of the different business units.

The annual internal audit plan contemplates oversight of the risks identified.


Executive Committee


The Executive Committee, as the delegated body of the Board of Directors, adopts the specific directives on risk limits and management proposed by corporate management.


Business Management Committees


These are responsible for implementing the risk policies defined and supervise the risk management activities carried out in the area of their remit.

221 CSR AAAR


Board of Directors


Maximum decision-making and representative body of the company, responsible for defining the overall control strategy and risk profile of the abertis group.

D.4 Identify and describe the processes for compliance with the regulations affecting the company and/or its group.

The Company and its subsidiaries undertake their activity within different legislative frameworks: sectors, official markets, environment, employment and tax legislation, etc in Spain and other countries. Thus, the corporation establishes standards, procedures and controls in order to avoid irregularities or, should they occur, to remedy them as soon as possible.

Fundamental mechanisms ensuring compliance with the different regulations affecting the group companies are based on the controls and activities carried out by the following corporate areas:

• Corporate Secretariat is in charge of the formal and material legality of the actions of the governing bodies of the group by verifying their compliance with the Articles of Association, the rules laid down by the regulatory bodies and pertinent good governance principles and criteria.

• Legal Advisory Office: ensures overall observance of the legal requirements affecting the group, and to do so, establishes the legal guidelines for the group companies and brings the organizational structure into line with the regulatory environment, establishing compliance with laws, standards and ethical codes.

• Tax planning: to ensure global observance of the group’s tax requirements, establishing compliance with laws and positioning the group when required.

• Internal Audit: ensure the observance of internal procedures and their adaptation to the regulatory requirements through its examinations.

Additionally, the different companies in the group are carrying out a follow up of the observance of specific rules and are acting as channels for relations with regulatory bodies through the general managers offices of the companies. Likewise, information treatment systems exist in the different companies in the group together with interdisciplinary working groups in charge of making and providing periodical information which, in accordance with the current standards, must be submitting to certain regulatory bodies (Telecommunications Market Commission, Government Delegations in companies operating toll motorways concessions, etc.)

E. GENERAL SHAREHOLDERS’ MEETING

E.1 Indicate and, as the case may be, describe the differences between the quorums set out in the Spanish Public Limited Companies Act and quorums under the Articles of Association for holding a valid General Shareholders’ Meeting.

5 NO

Quorum % other than that

established under section 102

of the Spanish Public Limited

Companies Act in regular cases

Quorum % other than that established under section 103 of the Spanish Public Limited

Companies Act

Quorum required for meetings on first call

0 0

Quorum required for meetings on second call

0 0

E.2 Indicate whether there are any differences with the regime established under the Spanish Public Limited Companies Act (SPLCA) with regards to the adoption of company resolutions:

5 NO

Describe the differences with the regime established under said Act.

E.3 List the rights of shareholders with regards to the general shareholders’ meetings that differ from those set out in the SPLCA.

E.4 Indicate, as the case may be, measures adopted to promote participation of shareholders in the General Meeting of Shareholders.

The call for the meeting must be published on a full page in national newspapers and others in the cities of Barcelona, Madrid and Valencia. A personalised letter addressed to each and every depository company will be sent together with the convening notice suggesting that the attendance cards indicate the likely holding of the meeting on second call.

Article 37 of the Regulations of the Board of Directors establishes that the Board of Directors will foster the informed participation of shareholders in the general meetings and will adopt all the measures necessary to facilitate that the General Meeting of Shareholders effectively undertakes the functions mandated by law, the Articles of Association and the Regulations of the General Meeting of Shareholders.

222 CSR AAAR

To foster the participation of shareholders, the Regulations of the General Meeting of Shareholders, approved by the General Meeting, establishes that the shareholders may request in writing, prior to the meeting or verbally during the meeting, any reports or clarifications deemed necessary on the issues on the agenda.

Furthermore, the notice of the call for the General Meeting of Shareholders will indicate that any shareholder may obtain the documents to be submitted for the adoption by the General Meeting of Shareholders prior to the meeting, and, in the place and on the date of the meeting, the shareholders will have several means to submit proposals of resolutions to the General Meeting of Shareholders.

In order to facilitate the vote of financial intermediaries which appear to be legitimated as shareholders but who act on behalf of clients, they are allowed to fraction their vote in accordance with their clients’ instructions.

With the same aim, an electronic representation delegation system has been developed. Shareholders, through the Company’s website, may delegate their representation to another person (shareholder or not) who will attend the General Meeting on his behalf.

E.5 Indicate whether the office of Chairman of the General Meeting of Shareholders coincides with the office of the Chairman of the Board of Directors. Give details, as the case may be, as to which measures have been adopted to ensure the independence and proper functioning of the General Meeting of Shareholders:

3 YES

Measures

abertis in accordance with the recommendations of the corporate governance report and all legal provisions, has a series of regulations governing the General Meeting of Shareholders based on such recommendations and the practical experience of previous years which ensures independence and the proper functioning of such meeting by meticulously respecting the rights of shareholders of both significant shareholders and minority interests.

E.6 Indicate, as the case may be, the modifications made during this year to the Regulations of the General Meeting of Shareholders.

No modifications have taken place during this year.

E.7 Indicate attendance figures for the General Meetings of Shareholders during the year covered by this report:

Attendance

Date of General Meeting of Shareholders

Presence % Proxy %

Long-distance voting %Total

Electronic voting Other

27/04/2010 5.234 62.576 0.000 0.000 67.810

E.8 Indicate briefly the resolutions adopted in the General Meeting of Shareholders held in the year examined by this present report and percentage of votes each resolution has been approved with.

General Meeting of Shareholders held on 27 April 2010:

1. Review and approval, as the case may be, of the individual and consolidated annual accounts and their respective management reports including the Remuneration Policy Report for 2009, as well as the proposal for the distribution of results, and the management of the Board of Directors. Percentage in favour: 99.414%. Percentage against: 0.5864%. Percentage of abstentions: 0.0001%.

2. Increase in share capital, with charge against reserves and amendment of Article 5 of the Articles of Association and request to be listed for trading in official markets and other organised markets and delegation of powers in favour of the Directors for execution. Percentage in favour: 99.998%. Percentage against: 0.0012%. Percentage of abstentions: 0.0010%.

3. Empowering of the Board of Directors to increase share capital on one or several occasions up to one half of the same and for a maximum period of five years, subject to the respective modification of the articles of association, and voiding the former power. Percentage in favour: 99.439%. Percentage against: 0.4179%. Percentage of abstentions: 0.1433%.

4. Appointment and removal of Board Members.

Upon the proposal of the Board, on the urging of the Appointments and Remuneration Committee:

Ratification of the appointments made under article 244 of the Public Limited Companies Act and to appoint the following directors for the statutory period of five years:

Francisco Reynés Massanet, executive officer, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 96.840%. Percentage against: 3.1593%. Percentage of abstentions: 0.0009%.

Julio Sacristán Fidalgo, as proprietary member, on the proposal of ACS, Actividades de Construcciones y Servicios, S.A. Percentage in favour: 96.840%. Percentage against: 3.1593%. Percentage of abstentions: 0.0009%.

223 CSR AAAR

Re-election as directors for the statutory period of five years:

Pablo Vallbona Vadell, as proprietary member, on the proposal of ACS, Actividades de Construcciones y Servicios, S.A. Percentage in favour: 96.851%. Percentage against: 3.1477%. Percentage of abstentions: 0.0009%.

Miguel Ángel Gutierrez Méndez, as an independent director. Percentage in favour: 96.851%. Percentage against: 3.1477%. Percentage of abstentions: 0.0009%.

Comunidades Gestionadas, S.A., as proprietary member, on the proposal of ACS, Actividades de Construcciones y Servicios, S.A. Percentage in favour: 96.840%. Percentage against: 3.1593%. Percentage of abstentions: 0.0009%.

5. Appointment of Auditor of the Accounts for the Company and its consolidated group for 2010. Percentage in favour: 97.115%. Percentage against: 2.3218 %. Percentage of abstentions: 0.5636%.

6. 2010 Share Delivery Plan. Establishment of the 2010 Share Options Plan and adjustment to the 2009 Share Options Plan. Percentage in favour: 99.005%. Percentage against: 0.8678%. Percentage of abstentions: 0.1273%.

7. Authorisation for the Board of Directors for the derivative acquisition of the treasury shares; their sale, and with the express power to reduce share capital in order to reduce treasury shares. Percentage in favour: 99.679%. Percentage against: 0.3173%. Percentage of abstentions: 0.0039%.

8. Delegation of powers to the Board of Directors to issue promissory notes, bonds, debentures and other fixed income securities that are convertible and/or exchangeable for Company shares or can be swapped for shares of other companies, and the power to increase share capital and exclude preferred subscription rights of the shareholders and holders of convertible and/or swappable securities. As for the issue of promissory notes, the power will also be conferred upon the Executive Committee, the Chairman and the Chief Executive Officer indiscriminately. Percentage in favour: 99.692%. Percentage against: 0.3075%. Percentage of abstentions: 0.0000%.

9. Delegation of powers to formalize all the resolutions approved by the General Meeting of Shareholders. Percentage in favour: 99.830%. Percentage against: 0.1696%. Percentage of abstentions: 0.0001%.

E.9 Indicate whether any restrictions exist under the Articles of Association exit establishing a minimum number of shares necessary to attend the General Meeting of Shareholders:

3 YES

Number of shares necessary to attend the General Meeting of Shareholders 1,000

E.10 Indicate and justify the policies followed by the company with regards to voting proxies at the General Meeting of Shareholders.

In accordance with article 13 of the Articles of Association and article 8 of the Regulations of the General Meeting of Shareholders,

“1. Every shareholder who is entitled to attend General Meetings may appoint another person to stand as proxy, who need not be a shareholder. Each shareholder may only have one proxy at a General Meeting.

The form of proxy must be in writing signed by the shareholder or in electronic format with an electronic signature that duly guarantees the identity of the writer, and must be for a specific General Meeting, without prejudice to the provisions of Article 108 of the Spanish Public limited Companies Act concerning family proxies.

The proxy must in all cases hold the necessary attendance card.

Attendance by the shareholder in person at the General Meeting shall revoke the proxy.

2. If the proxy has been obtained by public request, the form of proxy must contain or have attached to it the agenda, the request for voting instructions and the way in which the proxy will vote if no specific voting instructions have been given. A public request for proxies shall be considered to have been made when one person holds proxies for more than three shareholders.

If no voting instructions have been given in respect of the proposed resolutions included in the agenda, the proxy shall be considered to vote in favour of the proposals submitted by the Board of Directors.

If no instructions have been given on account of matters not having been included on the agenda, the proxy shall vote in the manner he considers most appropriate in the interests of the Company and of the shareholder represented.

If the shareholders represented have given voting instructions, the proxy may vote differently when circumstances arise that were not known at the time of sending the voting instructions and there is a risk that the interests of the shareholder represented may be adversely affected. In this case, the proxy shall immediately inform the shareholder represented, explaining the reasons for the vote, either in writing or by e-mail.

3. The provisions of the preceding section shall not apply when the proxy is the spouse, ascendant or descendant of the shareholder, or when the proxy holds general powers of attorney, conferred in a public instrument, to administer the shareholder’s assets located in Spain.

4. Should the directors of the Company, or another person, have made a public request for proxies, a director who holds a proxy may not exercise the voting rights attached to the shares represented with respect to those items on the agenda with which he has a conflict of interests, and in all cases with respect to the following resolutions:

a) his appointment or the ratification of his appointment as director;

b) his removal, separation or resignation as director;

c) any action for company liability brought against him;

d) the approval or ratification of operations by the Company with the director in question, with companies controlled or represented by him or with persons acting on his behalf.”

The reference to art. 108 of the Spanish Public Limited Companies Act is to be understood as referring to art. 187 of the Spanish Corporate Enterprises Act.

E.11 Indicate whether the company is aware of the policies of institutional investors taking part or not in the company’s decisions:

5 NO

224 CSR AAAR

E.12 Indicate the address and access to the content of corporate governance on its website.

In the section “Investor Relations” posted on the website at www.abertis.com one will find the information required under article 117 of the Securities and Exchange Act in the wording given by Law 26/2003/17 July, under Order ECO/3772/2003/26 December, and Circular 4/2007/27 December of the CNMV.

The information included on the website can be read in four languages: Catalan, Spanish, English and French.

F. LEVEL OF COMPLIANCE WITH THE CORPORATE GOVERNANCE RECOMMENDATIONS

Indicate the level of compliance of the Company with the recommendations of the Unified Code of Good Governance. Should the company fail to comply with any of the recommendations, please, explain the recommendations, rules, practices or criteria applied by the company.

1. The Articles of Association of listed companies should not limit the maximum number of votes that a single shareholder may cast and should not impose other restrictions that may hinder taking control of the company through acquiring its shares on the market.

See sections: A.9, B.1.22, B.1.23 and E.1, E.2

Complied with

2. When a parent company and a subsidiary company are both listed, they have to define publicly and precisely:

a) Their respective areas of activity and possible business relationships between them and the relationships of the listed subsidiary company with the rest of companies within the group;

b) Mechanisms provided to solve the eventual conflicts of interest that may arise.

See sections: C.4 y C.7

Not applicable

3. Operations entailing a structural modification to the company and in particular those operations listed below shall be submitted to the approval of the General Meeting of Shareholders even if that is not required by corporate legislation:

a) The transformation of listed companies into holding companies by means of “affiliation” or transfer essential activities so far developed by the company itself to subsidiary companies, even if the company holds full control over those subsidiary companies;

b) Acquisition or disposal of essential operational assets, when entailing an factual modification of the Company’s purposes;

c) Operations of similar effect to the liquidation of a company.

Complied with

4. Detailed proposals of resolutions to be adopted by the General Meeting of Shareholders, including the information referred to in recommendation 28 will be made public at the moment of publishing the General Meeting of Shareholders convening notice.

Complied with

225 CSR AAAR

5. Substantially independent matters shall be voted separately at the General Meeting of Shareholders, in order for the shareholders to exercise their voting preferences separately. Such rule shall be applied in particular to:

a) The appointment or ratification of directors, which shall be voted on individually;

b) In the event of amendments to the Articles of Association, each substantially independent article or group of articles shall be voted on separately.

See section: E.8

Complied with

6. Companies should allow the vote to be fractioned in order for the financial intermediaries that appear legitimised as shareholders but who act on behalf of various clients to cast their votes in accordance with their clients’ instructions.

See section: E.4

Complied with

7. The Board should perform its functions with a single purpose and independently and treat all shareholders equally. The interest of the Company, understood as maximising continuously the company’s economic value, should guide the Board.

The Board should ensure that in its relationships with its stakeholders that the company abide by all laws and regulations, observe its obligations and contracts in good faith, respect the customs and best practices of sectors and territories where the activity takes place, and observe the additional principles of social responsibility accepted voluntarily.

Complied with

8. The Board should undertake, as its main purpose, to approve the company’s strategy and organisation necessary to put them into practice and supervise and ensure that the Management team complies with the goals set out and respects the company’s purposes and interests. And, to do so, the Board should reserve for itself the power to approve the following:

a) The Company’s general policies and strategies and in particular:

i) The strategic or business plan, together with the management goals and annual budget;

ii) Investment and financing policy;

iii) The definition of the structure of the companies’ group;

iv) The corporate governance policy;

v) Corporate social responsibility policy;

vi) Senior management remuneration and Performance evaluation policy;

vii) Risk control and management policy and the periodical follow-up of the internal systems of information and control.

viii) Dividends policy. Treasury stock policy and especially its limits.

See sections: B.1.10, B.1.13, B.1.14 and D.3

b) The following resolutions:

i) On the proposal of the Company’s chief executive, the appointment and removal of senior managers and their indemnity clauses.


ii) Directors’ remuneration and the additional remuneration of executive directors for their executive functions and other conditions their contracts must respect.


iii) Financial information which, due to being a listed company, must be disclosed publicly and periodically.

iv) Investments and operations of any type which, due to their excessive amount or special features, have a strategic nature, except when their approval is the competency of the General Meeting of Shareholders;

v) The creation or acquisition of interests in special purpose entities or whose registered office is in tax havens and any other similar transaction whose complexity could tarnish the group’s transparency.

c) The operations the company carries out with directors, or significant shareholders or shareholders represented on the Board or with persons associated with them (“related operations”).

That authorisation from the Board will not however be necessary in any related operations meeting the three following conditions:

1 Those carried out by virtue of contracts whose terms are standard and are applied massively to a large number of customers;

2 Those made at prices or tariffs generally established by those acting as providers of the relevant goods or services;

3 Amounts not exceeding 1% of the company’s annual income.

It is recommended the Board approve the related operations subject to receiving a favourable report from the Audit Committee or, when applicable, from any other body charged with that function. When deciding, the directors affected, who can neither act as such nor delegate their vote, should leave the meeting room while the Board is deliberating and voting.

It is recommended the competencies here granted to the Board should not be delegable, except those under subsections b) and c), which can be adopted for reasons of urgency by the Executive Committee and later ratified by the Board in full.

See sections:C.1 y C.6

Complied with

226 CSR AAAR

9. It is recommended that the Board be of an appropriate size in order to allow for efficiency and facilitate participation. It is advisable that the number of members not be lower than five or greater than fifteen.

See section: B.1.1

Explain

The functioning of the Board is effective and participatory. There are now 19 members, one less than in 2009. The size of the Board is the result of the merger of Acesa Infraestructuras, S.A. and Aurea Concesiones de Infraestructuras, S.A., initially with 12 members from Acesa, seven from Aurea and one executive officer with the maximum executive powers.

10. Non independent or proprietary external directors and independent directors should represent a large majority in the Board and the number of executive directors should be the minimum necessary, taking into account the complexity of the company group and the percentage of participation of executive directors in the company’s capital.

See sections:A.2, A.3, B.1.3 and B.1.14

Complied with

11. If there is an external director who is neither proprietary (or non independent) or independent, the company should explain such circumstance and the links of that director with the company, the managers or the shareholders.

See section: B.1.3

Not applicable

12. Among the external directors, the ratio between the number of proprietary or non-independent directors and independent directors should reflect the existing ratio between the share capital represented by proprietary or non-independent directors and the rest of the share capital.

This criterion of strict proportionality may be lessened by giving more weight to non-independent directors in proportion to the total percentage of capital they represent in the following cases:

1 in highly capitalised companies in which there are hardly no interests considered significant by law although there are shareholders with share packages of high absolute value.

2 companies with a plurality of shareholders represented on the Board and with no links between them.

See sections:B.1.3, A.2 and A.3

Complied with

13. The number of independent directors should be less than a third of the total number of directors.

See section: B.1.3

Explain

See recommendation number 9

14. The nature of each director should be explained by the Board before the General Meeting of Shareholders in charge of appointing him or ratifying his appointment. Such appointment should be confirmed, and as the case may be, revised yearly in the Annual corporate governance report, subject to verification of the Appointments Committee. The report should also explain why proprietary or non-independent directors proposed by shareholders holding less than 5% of capital have been appointed. It should also explain why formal proposals to appoint directors have been turned down when coming from shareholders holding the same or more shares than those whose proposals for appointing non-independent directors have been accepted.

See sections:B.1.3 y B.1 4

Complied with

15.If the number of women directors is very low or nil, the Board should explain the reasons and initiatives adopted to correct such situation. In particular, the Appointments Committee should take special care when filling the new vacancies and see to the following:

a) The selection proceedings are not implicitly biased, hindering the appointment of women directors;

b) The company should deliberately search and include in the potential candidates, women fulfilling the professional profile required.

See sections: B.1.2, B.1.27 and B.2.3.

Explain

The Board is willing to improve the presence of women directors in the Board. To do so, the Appointments Committee places special care in meeting that goal when selecting possible candidates in the event of renewals at the Board. Please note that the 3rd Vice-Chairman relates to the representative of G3T, S.L. Ms. Carmen Godia Bull.

227 CSR AAAR

16. The Chairman, as the person in charge of the Board’s proper functioning, should ensure that the Directors receive sufficient information prior to the meetings. He should stimulate debate and the active participation of directors during the Board meetings, defend their freedom to take positions and speak. He should organise and coordinate with the relevant Committee Chairmen the periodical evaluation of the Board and, when applicable, the evaluation of the Chief Executive Officer or Chief executive.

See section: B.1.42

Complied with

17. When the Board’s Chairman is also the Company’s chief executive, one of the independent directors should be empowered to propose the convening of the Board or the inclusion of new points in the agenda to allow the external directors to express their concerns and to guide the evaluation of the Chairman by the Board.

See section: B.1.21

Explain

Given the shareholding structure of the company, and the Board of Directors, with the presence of 13 proprietary directors and an executive officer with delegated powers, it would not be convenient to have an independent director convoke the Board.

18. The Board’s secretary should take special care to ensure the Board’s actions regarding the following points:

a) are in line with the letter and spirit of current legislation and regulations, including the provisions adopted by the regulatory bodies;

b) are in line with the Articles of Associations and the Regulations of the General Meeting of Shareholders, the Regulations of the Board of Directors and other company’s Regulations;

c) take into account the recommendations on good governance in this Unified Code accepted by the company.

Furthermore, to protect the independence, impartiality and professionalism of the Secretary, his appointment and removal should be undertaken subject to the report of the Appointments Committee and approved by the Board of Directors in full. Such appointment and removal procedure should appear in the Board of Directors’ Regulations.

See section: B.1.34

Complied with

19. The Board should meet as frequently as necessary to efficiently perform its functions, by following a programme with specific dates and issues established at the beginning of the year. Each director is allowed to propose other points to the agenda not included initially.

See section: B.1.29

Complied with

20. The non-attendance of directors at the meetings of the Board should be limited to situations of utmost necessity and shall be recorded in the Annual corporate governance report. If proxy representation is essential, it shall be granted with instructions.


Complied with

21. When directors or the secretary express their concerns on any proposal or, with regards to the directors, on how the company evolving and such concerns are not resolved by the Board, such concerns should be recorded in the minutes at the request of those expressing them.

Complied with

22. The Board in full should evaluate once a year the following:

a) The quality and efficiency of the Board’s functioning;

b) The performance of functions by the Board’s Chairman and by the Chief Executive of the Company;

c) The working of its committees, starting from the report these committees submit to the Board.

See section: B.1.19

Complied with

23. The directors should have the right to gather additional information necessary in their judgement on matters of the Board’s competency. And, except when the Articles of Association and the Regulations of the Board of Directors establishes otherwise, they should address their request to do so to the Chairman or the Secretary of the Board.

See section: B.1.42

Complied with

24. All the directors should have the right to obtain from the company the necessary advice to perform their functions. The company should open the appropriate channels which in special circumstances may include the external advice charged to the company.

See section: B.1.41

Complied with

228 CSR AAAR

25. The companies should set up an orientation programme giving the new directors a quick and sufficient knowledge of the Company and of its corporate governance rules. They should also offer directors knowledge updating programmes when circumstances warrant it.

Complied with

26. The companies should require the directors to dedicate the necessary time and effort to perform their function efficiently and therefore:

a) The directors should inform the Appointments Committee of their remaining professional obligations as they may interfere with their job of directors;

b) The company should pass rules on the number of Boards its Directors are allowed to sit on.

See sections:B.1.8, B.1.9 y B.1.17


So far, the company has decided not to limit the number of Boards its Directors are allowed to sit on.

27. The directors’ appointment or re-election proposal of the Board of Directors to the General Meeting of Shareholders and the provisional appointment by cooption is approved by the Board:

a) At the proposal of the Appointments Committee, when appointing or re-electing independent directors.

b) Subject to a report by the Appointments Committee, when appointing or re-electing the remaining directors.

See section: B.1.2

Complied with

28. The companies should post and update the following information on their directors on their websites:

a) Professional and biographic profile;

b) Other Boards of Directors of listed or unlisted companies he or she sits on;

c) Indicating the director category. If proprietary or non independent, indicate the shareholder represented or related to.

d) Date of first appointment as company director and appointments thereafter, and;

e) Shares in the company or share options held.

Complied with

29. Independent directors should not hold office as such for a continuous period longer than 12 years.

See section: B.1.2

Complied with

30. Proprietary or non independent shareholders should submit their resignation when the shareholder they represent sells all its shares in the company. When such shareholder sells only part of its shares requiring a decrease in the number of proprietary directors, a number of proprietary directors proportional to that decrease should also submit their resignation.

See sections:A.2, A.3 y B.1.2

Complied with

31. The Board of Directors shall refrain from removing an independent director before her statutory mandate term of office established under the Articles of Association has expired, except when there exists justification, as seen by the Board, subject to the report of the Appointments Committee. In particular, a justification exists when a director fails to comply with the duties of his office or is subject to the circumstances described in point 5 of section III of definitions of this Code.

The removal of directors can also be proposed as a result of takeover bids, mergers and other similar corporate operations entailing a change in the structure of the company’s capital when such changes in the Board’s structure are fostered under the proportionality criterion as per Recommendation 12.

See sections:B.1.2, B.1.5 and B.1.26

Complied with

32. The companies should establish rules obliging Directors to report and, when applicable, resign when the credit and reputation of the company may be damaged and, in particular, the Board of Directors should be informed when Directors are being prosecuted and if any other court proceedings in which they are involved.

If a director were prosecuted or subpoenaed to appear in court for any of the offences indicated in article 124 of the Spanish Public Limited Companies Act, the Board shall examine the case as soon as possible and basing its opinion on the specific circumstances, should decide to confirm or remove the director from his position. The Board should give a proper account of the above in its annual corporate governance report.


Complied with

229 CSR AAAR

33. All directors should clearly express their opposition when they believe that proposals submitted to the Board are contrary to the general interest. The same should be done, especially in respect of the independent directors and directors not affected by potential conflicts of interest, with regards to decisions that may damage the shareholders not represented on the Board.

Should the Board adopt significant or repeated decisions on matters about which the director had formulated serious reservations, the director should draw the appropriate conclusions, and, should he decide to resign, he should explain the reasons in a letter referred to in the following recommendation.

This recommendation also includes the Board secretary, even if he is not a director.

Complied with

34. If a director leaves office before the end of term, either due to resignation or other reasons, he should explain those reasons in a letter addressed to all the members of the Board. Without prejudice to reporting such matter as a relevant event, the reason for his resignation will be included in the annual corporate governance report.

See section: B.1.5

Complied with

35. The remuneration policy approved by the Board should at least cover the following matters:

a) Amount of fixed items, breaking down, as the case may be, the expenses paid for attending meetings of the Board and Committees and a calculation of the annual fixed remuneration that said expenses amount to;

b) Variable remuneration items, including, in particular:

i) Categories of directors to whom they apply and an explanation of the relative importance of variable remuneration items with regards to fixed items.

ii) Performance evaluation criteria as a basis of any right to remuneration paid in shares, share options or any other variable component;

iii) Fundamental parameters and the grounds of any system of annual bonuses or other benefits not paid in cash; and

iv) Calculation of the absolute amount of variable remuneration to be received according to the proposed remuneration plan, depending on the degree of compliance of the assumptions hypothesis or targets used as a reference.

c) Main features of benefit systems (for example, complementary pensions, life insurance and the like), including an estimate of their amounts or equivalent annual cost.

d) Terms to be respected by the contracts with those persons exercising senior management functions, such as executive directors, including among others the following:

i) Term of office;

ii) Notice terms; and

iii) Any other terms relating to contract bonuses and compensation or golden parachute clauses for

early termination or for termination of the contractual relationship between the company and the executive director.

See section: B.1.15

Complied with

36. Remuneration by means of payment in company’s shares or shares of companies in the same group, share options or instruments indexed to share values, variable remuneration linked to the company’s performance or benefit systems, should be limited solely to executive directors.

This recommendation will not include the payment in shares if directors are obliged to keep them during their term in office.

See sections:A.3 and B.1.3

Complied with

37. The remuneration of external directors should be sufficient to cover their time, qualifications and the responsibility required by their office; it should not, however, be so high as to jeopardize their independence.

Complied with

38. Remuneration related to the company’s results should take into account the possible qualifications included in the external auditor’s report which decrease said results.

Complied with

39. With regards to variable remuneration, remuneration policies should include the precise technical mechanisms to ensure that such remuneration is related to the professional performance of its beneficiaries and are not merely the result of the general evolution of markets or of the company’s business sector or other similar circumstances.

Complied with

40. The Board of Directors should submit to a vote by the General Meeting of Shareholders, as a different point in the agenda and with consultative effects, a report on the directors’ remuneration policy. Such report should be placed at the disposal of shareholders separately or in any other form deemed appropriate by the Company.

This report will focus especially on the remuneration policy approved by the Board for the year in progress, and when applicable, for future years. It will address all the matters included in Recommendation 35, except those aspects that may involve the disclosure of sensitive commercial information. It will highlight the most significant changes to such policies compared against the policy applied last year to which the General Meeting of Shareholders refers. It will also include an overall summary on how that remuneration

230 CSR AAAR

policy was applied in the preceding year.

The Board should also inform the role played by the Remuneration Committee in the making of remuneration policy and, if external advice has been used, identify the external consultants who provided it.

See section: B.1.16

Complied with

41. The Management’s report should include the individual remuneration of directors during the year and should include the following:

a) Individualised breakdown of remuneration of each director and should include the following:

i) Attendance expenses and other fixed remuneration as director;

ii) Additional payments as chairman or as member of any other Board committees;

iii) Any other remuneration such as participation in benefits or bonuses, and the reason why they were granted;

iv) Contributions in favour of a director for defined contribution pension plans, or the increase of the vested rights of the director with regards to contributions to defined benefit plans;

v) Any other agreed or paid compensation in the event of termination of their duties;

vi) Remuneration received as director of other group companies;

vii) Remuneration for the carrying out senior management duties by executive officers;

viii) Any other remuneration other than the above, irrespective of its nature or entity or group that pays it, especially in respect of related operations or when the failure to disclose it could distort the fair view of the total remuneration received by the Director.

b) The itemised breakdown of the payment in shares, share options or any other securities indexed to the value of the shares, detailing the following:

i) Number of shares or share options in the year and conditions for exercising them;

ii) Number of share options exercised during the year, indicating the number of related shares and the exercise price;

iii) Number of share options to be exercised at the year end, indicating the price, date and the other requirements applied in the year;

iv) Any modification during the year of the terms for exercising the options already given.

c) Information on the relationship, in said preceding year, between the remuneration obtained by the executive directors and the company’s results and other performance measures.

Explain

Legal requirements are met and information is not broken down, out of respect for privacy.

42. When a Managing or Executive Committee exists (hereinafter, referred to as “Executive Committee”) the structure of the different categories of directors who form part of it should be similar to that of the Board itself and its secretary should be the secretary of the Board.



Based on its current configuration, the Board of Directors considers more appropriate for knowledge and dedication, not to include independent directors in other committees – as they are not constituted, especially bearing in mind the structure of capital and the Board itself.

43. The Board should at any moment know all the matters tabled and all the resolutions adopted by the Executive Committee, and all the members of the Board should receive a copy of the minutes of the Executive Committee’s meetings.

Complied with

44. The Board of Directors should establish, besides an Audit Committee required by the Securities and Exchange Act, a single Committee, or two separate ones, to handle Appointments and Remuneration.

The rules and working of the Audit Committee and Appointments and Remuneration Committee should be set down in the Board’s Regulations and include the following:

a) The Board should appoint the members of these Committees, taking into account the knowledge, aptitudes and experience of Directors and the tasks of each Committee; it should deliberate on their proposals and reports; and during the first Board meeting in full after their meetings, they should report on their activities and be accountable for the work carried out;

b) Such Committees should be exclusively made up of at least three external directors, without prejudice to the attendance of executive directors or senior managers, when expressly agreed by the members of the Committee.

c) Their presidents should be independent directors.

d) They can seek external advice when necessary for the performance of their duties.

e) Minutes should be taken of their meetings and copies should be sent to all the members of the Board of Directors.



Sections a,b,d and e are fully met while c is partially so.

231 CSR AAAR

45. The oversight of observance of internal codes of conduct and rules of corporate governance is a function of the Audit Committee, the Appointments Committee, and if separate, the Compliance or Corporate Governance Committee.

Complied with

46. The members of the Audit Committee and especially their president should be appointed taking into account knowledge and experience in the subject of accounting, auditing and risk management.

Complied with

47. The listed companies should have an internal audit function which, under the oversight of the Audit Committee, should ensure the proper functioning of the information and internal control systems.

Complied with

48. The person responsible for the internal audit task should submit an annual work plan to the Audit Committee; the Audit Committee should be informed directly of any incidences that occur; and an activities report should be submitted at the end of each year.

Complied with

49. The risk control and management policy should identify at least:

a) The different types of risks (operational, technological, financial, legal, reputational, etc.) that the Company faces, including, amongst the financial or economic risks, contingent liability or off-balance sheet risks;

b) The establishment of a risk level deemed acceptable by the Company;

c) Measures provided to mitigate the impact of the risks identified if they materialise;

d) The information and internal control systems to be used to control and manage said risks including the contingent liability risks or off-balance sheet risks.

See sections:D

Complied with

50. The Audit Committee should be empowered to:

1 With regards to the information and internal control systems:

a) Oversee the process of preparing financial information on the company and its integrity and, as the case may be, in relation to the group, reviewing compliance with legislative requirements, the appropriate limits to the consolidation scope and the proper application of accounting principles.

b) Periodically review of the internal control systems and risk management, to identify, manage and adequately disclose the main risks.

c) Ensure the independence and efficacy of the internal audit function; propose the selection, appointment, re-election and removal of the person in charge of the internal audit service; propose the budget for this service; receive periodical information on its activities; and verify that senior management takes into account the conclusions and recommendations of their reports.

d) Establish and monitor a mechanism allowing employees to report confidentially, and if necessary, anonymously, any major irregularities, especially of a financial or accounting nature that have been detected in the company.

2 With regards to the external auditor:

a) To submit to the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor and the respective terms of engagement.

b) To receive regular information from the external auditor on the audit plan and the results of its execution, and verify that senior management takes its recommendations into account.

c) Guarantee the independence of the external auditor, and to do so:

i) The Company should report to the Spanish Securities and Exchange Commission (CNMV) the change of auditor as relevant event and should attach it to a statement regarding the possible existence of disagreements with the leaving Auditor and, as the case may be, on the contents of said disagreements.

ii) To ensure that the company and the auditor abide by the current rules on the provision of non-auditing services, the limits of concentration of auditing business, and, in general, any other rules established to ensure auditor independence;

iii) in the event of a waiver by the external auditor, examine the circumstances originating it.

d) Should there be a group of companies, ease the way for the group auditor to take on the audits of the companies forming part of the group.

See sections:B.1.35, B.2.2, B.2.3 and D.3

Complied with

51. The Audit Committee should be able to interview any company employee or managers, and have them appear for interview without the presence of any other managers.

Complied with

52. The Audit Committee should report to the Board, prior to the adoption of its relevant resolutions, on the following matters referred to in Recommendation 8:

a) Financial information which, due to being a listed company, must be disclosed publicly and periodically. The Committee should make sure the interim accounts are formulated under the same accounting

232 CSR AAAR

principles as the annual accounts and, to do so, should consider whether it is advisable that the external auditor perform a limited review.

b) The creation or acquisition of interests in special purpose entities or whose registered office is in tax havens and any other similar transaction whose complexity could tarnish the group’s transparency.

c) The related operations, except when the prior reporting function has been assigned to another monitoring and control committee.


Complied with

53. The Board of Directors will do its best to present the accounts to the General Meeting of Shareholders without reservations or qualifications in the Audit Report, and, in exceptional cases when there are, the Audit Committee’s Chairman and the auditors should explain clearly to the Shareholders the content and scope of these reservations and qualifications.

See section: B.1.38

Complied with

54. Most of the members of the Appointments Committee – or Appointments and Remuneration Committee, if there is only one - should be independent directors.

See section: B.2.1

Explain

The composition of the Appointments and Remuneration Committee relates to the weight of the groups of directors (4 proprietary and 1 independent).

55. The Appointments Committee’s functions, apart from those indicated under the preceding Recommendations, are as follows:

a) To evaluate the competencies, knowledge and experience necessary of the Board; define, subsequently, the functions and skills necessary the candidates for each vacancy must possess, and evaluate the time and dedication necessary to carry out their tasks successfully.

b) To analyse and organise, in the most appropriate manner, the succession of the chairman and chief executive and, when applicable, to make proposals to the Board, in order for such succession to take place orderly and in a well planned manner.

c) To report on the appointments and removal of senior managers that the chief executive proposes to the Board.

d) To report to the Board on matters of gender equality included in Recommendation 14 of this Code.

See section: B.2.3

Complied with

56. The Appointments Committee should consult with the Company’s Chairman and the Chief Executive, especially in matters regarding executive officers.

And any director may be able to propose that the Appointments Committee consider possible suitable candidates to fill director vacancies.

Complied with

57. The Remunerations Committee should, apart from those indicated under the preceding recommendations, have the following powers:

a) To propose to the Board of Directors the following:

i) The Directors and Senior Managers remuneration policy;

ii) The individual remuneration of executive directors and the rest of their contractual terms and conditions.

iii) The basic terms of senior manager contracts.

b) To ensure that the remuneration policy laid down by the company is met.


Complied with

58. The Remuneration Committee should consult with the Chairman and the Chief Executive of the Company, especially in matters regarding executive officers and senior managers.

Complied with

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G. OTHER USEFUL INFORMATION

If you believe there is a principle or aspect applied by your company which is relevant to good governance practices that has not been addressed in this Report, please, indicate it and explain its content below.


- The joint share arranged through an Investment and Shareholders’ Agreement entered into by Trébol Holdings, S.a.r.L. and ACS, Actividades de Construcciones y Servicios, S.A. on 10 August 2010, and its main purpose was to take a significant but minority shareholding in Abertis through the companies Trébol International BV and Admirabilia, S.L.

Trébol Holdings, S.a.r.L. holds 60% of the voting rights in both companies, while ACS, Actividades de Construcciones y Servicios, S.A. holds the remaining 40%. However, there are certain restricted matters for which certain resolutions require a qualified majority in order to ensure the agreement of both partners.

In turn, Trébol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (Limited Partnerships), and there is no company that controls the company. CVC Capital Partners has no powers to exercise the voting rights.

- Inversiones Autopistas, S.L. and Vidacaixa, S.A. de Seguros y Reaseguros are owned by Criteria CaixaCorp, S.A.

- Caixa d’Estalvis Unió de Caixes de Manlleu, Sabadell i Terrassa (UNNIM) is considered a significant shareholders for having appointed a director.


Shareholding of the spouse of Salvador Alemany Mas of 8,000 voting rights.

Shareholding of the spouse of Ricardo Fornesa Ribó of 16,979 voting rights


abertis has no evidence of any relevant relationship between significant shareholdings, excluding those that arise from normal trading transactions.


See section C.2.

Clarification of Section B.12

The new organisational structure has been taken into account. Furthermore, Senior Management have received as other benefits, contributions to pension obligations and life insurance and others totalling Euros 330 thousand and Euros 215 thousand.

Clarification of Section B.1.37

Other non-audit work include Euros 106 thousand for the company and Euros 267 thousand for the Group, for legal and tax services rendered by PwC.

Clarification of Section B. 1.40

Mr. Florentino Pérez Rodríguez holds 12.52% of ACS, Actividades de Construcciones y Servicios, S.A. through Inversiones Vesan, S.A.

Inversiones Vesan, S.A. is a holding company of Mr. Florentino Pérez Rodríguez through his 100% holding in Rosan Inversiones, S.L. and is the above-mentioned 12.52% shareholder of ACS, Actividades de Construcciones y Servicios, S.A.

Shareholding of spouse and children of Marcelino Vidal in Telefónica is 0.000%.

ADDITIONAL INFORMATION TO SECTION C.2

We set out below the transactions with other related entities:

Between Áurea Fontana, S.L. and Abertis Infraestructuras, S.A. the following relevant transaction has taken place:

- Euros 15,613 thousand, nature of the operation: Shareholding; type of operation: dividends distributed.

Between Villa Áurea, S.L. and Abertis Infraestructuras, S.A. the following relevant transaction has taken place:

-Euros 9,450 thousand; nature of operation: Shareholding; and type of operation: dividends distributed.

Between Unicaja and Abertis Infraestructuras, S.A. the following relevant transactions have taken place:

-Euros 40,008 thousand; nature of operation: Contractual; type of operation: syndicated loans (limit 40,008)

-Euros 1,333 thousand; nature of the operation: Contractual; type of operation: financial expenses accrued.

-Euros 50,000 thousand; nature of the operation: Contractual; type of operation: Loans (limit 50,000).

-Euros 0 thousand, nature of the operation: Contractual; type of operation: Guarantees (limit 12,000).

-Euros 3,000 thousand; nature of the operation: Contractual; type of operation: Credit (limit 10,000).

Between Dragados, S.A. and Autopistas Aumar, S.A.C.E. the following relevant transactions have taken place:

-Euros 2,989 thousand; nature of operation: Commercial; type of operation: purchases of fixed assets.

-Euros 1,599 thousand; nature of the operation: Contractual; type of operation: Certificates of completion.

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Between Talher, S.A. and Autopistas Aumar, S.A.C.E. the following relevant transaction has taken place:

-Euros 3,606 thousand; nature of operation: Commercial; type of operation: services received.

Between Unicaja and Autopistas Concesionaria Española, S.A. the following relevant transaction has taken place:

-Euros 4,072 thousand; nature of operation: Contractual; type of operation: Guarantees (limit 12,000).

Between Dragados, S.A. and Autopistas Concesionaria Española, S.A. the following relevant transaction has taken place:

-Euros 42,084 thousand; nature of operation: Commercial; type of operation: Purchase of fixed assets.

Between Unicaja and Autopistes de Catalunya, Societat Anònima Concessionarària de la Generalitat de Catalunya, the following relevant transaction has taken place:

-Euros 0 thousand; nature of operation: Commercial; type of operation: Guarantees (limit 12,000).

Between Dragados, S.A. and Iberpistas, S.A. Concesionaria del Estado the following relevant transaction has taken place:

-Euros 6,847 thousand; nature of operation: Contractual; type of operation: Purchase of fixed assets.

Between UTE Túnel VC and Castellana de Autopistas, S.A.C.E. the following relevant transaction has taken place:


Between UTE (Dragados y Acsa-Agbar) and Castellana de Autopistas, S.A.C.E. the following relevant transaction has taken place:


Between CaixaRenting S.A.U. and Retevisión I, S.A.U. the following relevant transaction has taken place:

-Euros 1,772 thousand; nature of operation: Contractual; type of operation: Services received.

Between Unicaja and Saba Aparcamientos, S.A. the following relevant transaction has taken place:


Between Semicro, S.A. and Serviabertis, S.L. the following relevant transaction has taken place:

-Euros 1,284 thousand; nature of operation: Commercial; type of operation: Services received.

Between Unicaja and Abertis Logística, S.A. the following relevant transaction has taken place:


Between Unicaja and Sevisur Logística, S.A. the following relevant transactions have taken place:

-Euros 70 thousand; nature of operation: Contractual; type of operation: Credit (limit 1,500).

-Euros 12,064 thousand; nature of operation: Contractual; type of operation: Syndicated loans (limit 15,500).

Between Unicaja and Tradia Telecom, S.L. the following relevant transaction has taken place:


Hispasat, S.A. is a 42.06% investee company. The aggregates presented relate to the shareholding of abertis.

Adesal Telecom, S.L. is a jointly controlled (51%) investee company. The aggregates presented relate to the shareholding of abertis.

Araba Logística, S.A. is a jointly controlled (43.98%) investee company. The aggregates presented relate to the shareholding of abertis.

Parc Logistic de la Zona Franca, S.A. is a jointly controlled (50%) investee company. The aggregates presented relate to the shareholding of abertis.

Autopistes de Catalunya, Societat Anònima Concessionària de la Generalitat de Catalunya (ACESA), in January 2010 the interest rate and exchange rate hedge with La Caixa of Euros 60,101 matured.


The information on the remuneration of the Board of Directors and Senior Management is set out in notes B.1.11 and B.1.12, respectively.


Autopista Vasco Aragonesa Concesionaria Española, S.A. Unipersonal, fully controlled by Abertis, issued fixed income securities, specifically a bond issue, maturing in 2015, which is traded on official stock exchanges in Spain.

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ADDITIONAL INFORMATION in the attached appendix is annexed to the report on functions and activities of the Audit and Control Committee (2010).

This section may also include any other information, clarification or nuance related to the preceding sections of the report, to the extent that they are relevant and not repetitive.

Specifically, please indicate whether the company is subject to legislation other than Spanish law in areas of corporate governance, and, as the case may be, include any information that must be provided other than that required under this report.

Mandatory definition of independent director:

Indicate whether any of the directors has now or in the past had a relationship with the company, its significant shareholders or directors, which, if sufficiently important or significant, would have barred the director from classification as independent in accordance with the definition under section 5 of the Unified Code of Good Governance:

5 NO

This annual corporate governance report was adopted by the Board of Directors on

22/02/2011.

Indicate whether directors have voted against the adoption of this report or whether they have spoiled their ballot.

5 NO

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APPENDIX TO THE ANNUAL CORPORATE GOVERNANCE REPORT

REPORT ON THE FUNCTIONS AND ACTIVITIES OF THE AUDIT AND CONTROL COMMITTEE (2010)

Audit and Control Committee Report

This present report was submitted by the Audit and Control Committee to the Board of Directors of Abertis Infraestructuras, S.A. (abertis) and was approved on 22 February 2011.

COMPOSITION, DUTIES AND FUNCTIONING

The Audit and Control Committee was created by the Board of Directors on 14 April 2002.

The aspects related to its composition, powers and rules have been modified in order to comply with the obligations and recommendations made after its creation.

a) Composition

This Committee is an internal body of the Board of Directors and therefore, it is made up of Company directors. The majority of its members shall be external directors (with no executive functions) appointed by the Board of Directors. Its president shall be elected from amongst such external directors and be renewed every four years. One year after stepping down, the president may be re-elected. Under these requirements, the Committee strengthens and guarantees the independence of its opinions and representations.

The directors that were members of the Committee during the year 2010 were:

Office Members Date of appointment Nature

Chairman Ernesto Mata López 23/06/03Independent external

member

Member Marcelino Armenter Vidal 26/05/09Non-independent

(proprietary) external member

Member Emilio García Gallego 01/04/08Independent external

member

Secretary Marta Casas Caba 27/11/07 Non-member Secretary

b) Duties

Pursuant to section 22 of abertis’s Articles of Association and section 13 of the Board of Directors’ Regulations, the basic duties of the Audit and Control Committee are as follows:

a) To be knowledgeable about the company’s financial reporting and internal control processes.

b) To propose the appointment of the auditor, the terms of the audit engagement, the scope of his professional mandate and, when applicable, revocation or non renewal.

c) To report to the Shareholders’ Meeting on the questions posed there by the shareholders on areas in the remit of the Committee.

d) To review the Company’s accounts and to monitor compliance with the legal requirements and the proper application of generally accepted accounting principles, as well as report on the proposals for the modification of accounting principles and criteria suggested by the Board.

e) To be the channel of communication between the Board of Directors and the Auditors, to evaluate the results of each audit and the responses of the management team to its recommendations, and to mediate whenever there are discrepancies between the Auditors and management with regards to the applicable principles and criteria in the preparation of financial statements.

f) To oversee the internal audit services, verifying their adequacy and integrity and reviewing the appointment and substitution of those responsible for it.

g) To oversee the performance of the audit engagement, ensuring that the opinion of the annual accounts and the main contents of the audit report re drafted clearly and precisely.

h) The relationships with the external auditors in order to receive information on those issues that may put their independence at risk and any other issues related to the audit, as well as any notifications provided under account auditing legislation and technical standards on auditing.

i) To consider the suggestions made by the Chairman of the Board of Directors, the Board members, the managers or the shareholders of the company.

c) Functioning

The basic principles of action and the system of internal functioning of the Committee are regulated by the Regulations of the Board of Directors.

The Committee is a body of an informational and consultative nature, without executive functions and with powers to inform, advice and propose within its sphere of action.

The Audit and Control Committee shall meet as often as necessary to undertake its functions and shall be convened by the President of the Committee at his discretion, or at the request of the Chairman of the Board of Directors or two members of the Committee.

Any member of the management team or employee of the company can be obligated to attend the Committee’s meetings and to collaborate by providing the information at their disposal when asked to do so. The Committee may also request the presence of the Company’s auditors at its meetings.

The Audit and Control Committee shall be validly constituted when the majority of members, present or represented, attend. Its decisions shall be adopted by the majority of the persons attending present or represented.

Where applicable, and by default, the functioning rules of the Board of Directors shall apply.

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ACTIVITIES

During year 2010, the Audit and Control Committee has held 5 meetings and has adopted on occasion written resolutions without in-person meetings. The activities carried out are indicated below:

a) Revision of economic and financial information

Annual Accounts

• During February 2010, the Audit and Control Committee read and reported positively on the annual accounts and the individual and consolidated management reports of abertis for year 2009, before their submission to the Board of Directors for formulation.

• Likewise, it was aware of the conclusions of the report by PricewaterhouseCoopers, the external auditor of the 2009 accounts and in October 2010 the planning of the review of the 2010 accounts.

Intermediate financial statements

• In July 2010 the Audit and Control Committee read the interim financial statements and reported them favourably to the Board of Directors, before their approval.

• In July 2010 the external auditor presented the conclusions of their limited review on the interim financial statements.

Quarterly economic and financial information

• The Audit and Control Committee reviewed the periodical public information that the Company submits to the CNMV after completion of the preliminary review by General Financial and Corporate Resources Management and Management of Control of Corporate Management and Administration of abertis, having verified that it has been presented in accordance with the same accounting and consolidation principles as those used in the preparation of the annual accounts.

Other information: dividends

• On 13 October 2010, in order to distribute dividends and prior to presentation to the Board of Directors, the Committee reviewed the evidence showing the existence of profit allowing the distribution of interim dividends and the forecast liquidity accounting statements on which such distribution was justified.

Internal control system of financial information (ICSFI)

• The Committee became knowledgeable about the new obligations for the internal control system of financial reporting. Furthermore, it has ascertained the conclusions of the internal self-diagnosis carried out in order to determine the degree of compliance and the actions foreseen.

b) Relationship with accounts auditors

Appointment of auditor

The functions of the Audit and Control Committee are, amongst others, guiding and proposing to the Board of Directors the appointment of an Auditor and protecting their independence.

The Committee decides on the auditor selection criteria in order to achieve the maximum unification of Group criteria, cost optimization and the generation of possible synergies in the audit process. All external auditor engagements are subject to this process, both in the parent company and in the companies in which abertis holds a majority stake.

In April 2010, a proposal was made to the Board of Directors (to be submitted to the General Meeting of Shareholders) to renew the appointment of PricewaterhouseCoopers as abertis’s auditors for 2010. This proposal was made as part of the selection processes that the Committee carries out periodically from amongst the major auditing firms.

Fees

• At its meeting of 23 February 2010, all the fees of auditing firms (main auditor and other auditors) were submitted to the Audit and Control Committee, including the fees for other professional services provided to abertis and its Group. Of special note is the fact that said professional services rendered in year 2009 are not in conflict with the auditing activities, under the rules of incompatibility of the Spanish Financial Act.

• At its meeting of 30 November 2010, the audit fee proposals for the annual accounts for all the companies controlled by the abertis group for year 2010 were submitted to the Audit and Control Committee for approval, and were in line with the results of the selection process carried out in the first half of the year.

Independence

• The Audit and Control Committee has verified that there are not objective reasons to question the independence of the auditor, by obtaining independence letters and a review of their fees (verifying the percentage of the fees for other work carried out in relation to the total fees incurred).

• Furthermore, the Audit and Control Committee, in order to comply with The Securities Exchange Act, Law 24/1988/28 July, has issued a report on the independence of the accounts auditors.

c) Follow up of evolution of accounting standards

The Audit and Control Committee has been informed of the evolution of the standards and actions that have occurred regarding accounting matters (evolution of IFRS affecting the Group, sectorial adaptation to the Chart of Accounts by concessionaire companies in Spain, etc.), financial reporting (internal control system for financial reporting) and the criminal liability of legal persons. Furthermore, it has gained knowledge on matters under the Securities Exchange Act, Law 24/1998 related to the Audit Committee (composition and powers).

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d) Internal audit supervision

The Audit and Control Committee has among its remits the oversight of internal risk evaluation and control of abertis group. This function is mainly undertaken through Internal Audit activities.

Functions

The most relevant functions of the Internal Audit are:

• To assess whether the established systems guarantee the policies, plans, procedures, rules and regulations compliance, and to establish whether they are being applied correctly.

• To establish mechanisms to identify and carry out a follow-up of the inherent risks to the various key businesses and processes in the diverse business and support areas through the permanent evaluation of the controls set up to mitigate risks.

• To guarantee the reliability and integrity of the financial and operating information and the means used to prepare it. To guarantee, through information systems audits and the permanent evaluation of procedures, the appropriateness, usefulness, efficiency, reliability and safeguarding of information and information systems.

• To collaborate with external auditors in order to align their tasks with Internal Audit objectives.

• To report to the Management Team, the Chief Executive Officer and the Audit and Control Committee any anomalies or irregularities found, as well as any respective remedial actions proposed.

• To assist the members of the organisation by providing them with analysis, recommendations, advice and information regarding the reviewed activities.

Activities

Amongst the activities carried out by Internal Audit in year 2010 and supervised by the Audit and Control Committee, we can highlight the following:

Risk map

Revision of the Group risk maps (both consolidated and individual for the different business units/corporation), and the preparation of defined actions plans for managing these risk.

Reviews

• Reviews included in the 2010 Audit Plan, as well as other reviews begun at management’s behest or at the behest of the Internal Audit department.

• Periodical, systematic follow-up of the recommendations proposed in the reviews.

2011 Audit Plan

The Audit and Control Committee meeting on 30 November 2010 adopted the Internal Audit Plan for 2010 prepared on the basis of the criteria defined which take into account, amongst others, the level of risk and materiality.

Budget for Internal Audit

The Audit and Control Committee meeting on 30 November 2010 adopted the budget for Internal Audit for 2011.

e) Evaluation of the Audit and Control Committee

In order to comply with the recommendation of the Unified Code (the Conthe Code) to evaluate the functioning of the Audit and Control Committee, the Committee itself prepared a self-evaluation report of its activities, which it qualified as satisfactory.


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Published by: Corporate Studies and Communication Dept., abertisDesign: gosban consultora de comunicación

annual accounts and corporate governance report abertis 2010

Economy & Finance