ABERTIS INFRAESTRUCTURAS, S.A.AND SUBSIDIARY COMPANIESConsolidated Annual Accounts and Consolidated Directors’ ReportYear Ended 31 December 2011(prepared under International Financial Reporting Standards) 1
INDEXConsolidated Balance Sheets at 31 December ....................................................... 3Consolidated Income Statements at 31 December ................................................. 5Consolidated Statements of Comprehensive Income at 31 December ....................... 6Statement of Changes in Consolidated Net Equity ................................................. 7Consolidated Cash Flow Statements .................................................................... 8NOTES TO THE 2011 CONSOLIDATED ANNUAL ACCOUNTS ................................... 101. General information .............................................................................. 102. Basis of presentation............................................................................. 113. Accounting policies ............................................................................... 234. Management of financial risk and capital .................................................. 435. Property, plant and equipment ............................................................... 495. Property, plant and equipment ............................................................... 496. Goodwill and other intangible assets........................................................ 527. Investment property ............................................................................. 618. Investments in associates ...................................................................... 629. Available-for-sale financial assets ........................................................... 6810. Derivative financial instruments .............................................................. 6911. Trade and other receivables ................................................................... 7312. Cash and cash equivalents ..................................................................... 7813. Net equity ........................................................................................... 7914. Borrowings .......................................................................................... 9415. Deferred income ................................................................................... 9816. Trade and other payables ...................................................................... 9917. Corporate income tax .......................................................................... 10018. Obligations for employee benefits ......................................................... 10519. Provisions and other liabilities .............................................................. 11020. Income and expenses ......................................................................... 11221. Contingencies and commitments........................................................... 11522. Business combinations ........................................................................ 11623. Shareholdings in multigroup companies ................................................. 11724. Environment ...................................................................................... 11825. Segment reporting .............................................................................. 11926. Discontinued operations and assets and liabilities held for sale .................. 12327. Related parties ................................................................................... 12828. Share-based payments ........................................................................ 14029. Other information ............................................................................... 14430. Subsequent events ............................................................................. 149APPENDIX I. Subsidiaries in the consolidation scope......................................... 150APPENDIX II. Multi-group companies in the consolidation scope .......................... 159APPENDIX III. Associates in the consolidation scope ........................................... 161CONSOLIDATED MANAGEMENT REPORT FOR 2011 ............................................ 1641. Information required under the provisions of article 262 of the corporate enterprises act ................................................................................... 1642. Annual corporate governance report ...................................................... 173 2
ABERTIS INFRAESTRUCTURAS, S.A.Y SOCIEDADES DEPENDIENTESConsolidated Balance Sheets at 31 December(thousand Euros) Notes 2011 2010 ASSETS Non-current assets Property, plant and equipment (PPE) 5 1,741,827 1,880,755 Goodwill 6 4,263,123 4,397,724 Other intangible assets 6 11,217,068 12,549,808 Investment property 7 - 444,150 Investments in associates 8 1,899,059 1,461,077 Deferred tax assets 17.c 676,181 798,485 Available-for-sale financial assets 9 13,577 474,997 Derivative financial instruments 10 235,186 235,218 Trade and other receivables 11 1,357,140 971,733 Non-current assets 21,403,161 23,213,947 Current assets Inventories - 21,123 33,581 Trade and other receivables 11 933,389 949,136 Derivative financial instruments 10 512 862 Cash and cash equivalents 12 391,010 482,328 Current assets 1,346,034 1,465,907 Disposable group assets held for sale 26 - 612,325 Assets 22,749,195 25,292,179 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171. 3
ABERTIS INFRAESTRUCTURAS, S.A.Y SOCIEDADES DEPENDIENTESConsolidated Balance Sheets at 31 December(thousand Euros) Notes 2011 2010 NET EQUITY Capital and reserves attributable to the equity holders of the company Share capital 13.a 2,327,969 2,217,113 Share premium 13.a 11,262 417,733 Treasury shares 13.a (411,354) (258,996) Reserves 13.b (66,678) (55,314) Retained earnings and other reserves 13.c 1,203,156 1,699,946 3,064,355 4,020,482 Non-controlling interests 13.d 1,351,358 1,433,000 Net equity 4,415,713 5,453,482 LIABILITIES Non-current liabilities Borrowings 14 13,462,360 14,247,781 Derivative financial instruments 10 280,116 402,311 Deferred income 15 28,741 47,226 Deferred tax liabilities 17.c 1,654,197 1,773,729 Employee benefit obligations 18 70,576 70,529 Provisions and other liabilities 19 832,280 1,003,757 Non-current liabilities 16,328,270 17,545,333 Current liabilities Borrowings 14 1,083,309 1,128,173 Derivative financial instruments 10 4,466 7,535 Trade and other payables 16 541,479 633,842 Current tax liabilities - 184,647 217,949 Provisions and other liabilities 19 191,311 305,865 Current liabilities 2,005,212 2,293,364 Liabilities 18,333,482 19,838,697 Net equity and liabilities 22,749,195 25,292,179 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171. 4
ABERTIS INFRAESTRUCTURAS, S.A.Y SOCIEDADES DEPENDIENTESConsolidated Income Statements at 31 December(thousand Euros) (*) Notes 2011 2010 Rendering of services 20.a 3,810,683 3,802,345 Other operating income 20.b 85,467 89,836 Own work capitalised - 14,112 16,864 Other income 20.b 4,527 7,521 Operating income 3,914,789 3,916,566 Income for upgrades to infrastruture - 265,239 337,200 Other operating income 4,180,028 4,253,766 Personnel expenses 20.c (615,334) (572,332) Other operating expenses - (832,523) (926,017) Variation in trade provisions - (12,184) (8,343) Variation in provisions for impairment of assets 9 (1,678) (187) Amortisation and depreciation 5/6/7/26 (934,710) (922,789) Other expenses - (1,002) (2,848) Operating expenses (2,397,431) (2,432,516) Expenses for upgrades to infrastructures - (265,239) (337,200) Other operating expenses (2,662,670) (2,769,716) Operating profit 1,517,358 1,484,050 Variation in valuation of hedging instruments 20.d (4,213) (1,076) Financial income 20.d 226,415 169,847 Financial expenses 20.d (839,063) (836,929) Net financial result (616,861) (668,158) 8/13.c.iii/ Results of companies accounted for by equity accounting 26 124,542 116,919 Profit before tax 1,025,039 932,811 Corporate Income tax 17.b (249,628) (223,201) Profit from continuing operations 775,411 709,610 Profit (loss) from discontinued operations 26 19,100 33,739 Profit for the year 794,511 743,349 Attributable to non-controlling holdings 13.c.iii 74,417 81,734 Attributable to the equity holders of the Company 720,094 661,615 Profit per share for continuing and discontinued operations (€ per share) - basic of continuing operations 13.f 0.93 0.83 - basic of discontinued operations - 0.02 0.04 - diluted of continuing operations 13.f 0.93 0.83 - diluted of disconiued operations - 0.02 0.04 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 170. (*) 2010 income statement includes the impact of the classification of discontinued operations in application of IFRS 5 as indicated in Note 1 and 26 and expressing income and expenses for improvements in infrastructure as shown in detail in Note 1. 5
ABERTIS INFRAESTRUCTURAS, S.A.Y SOCIEDADES DEPENDIENTESConsolidated Statements of Comprehensive Income at 31 December(thousand Euros) Notes 2011 2010Profit for the year 794,511 743,349Net income and expenses charged directly to net equity:Net fair value gains/(losses) of available-for-sale financial assets 9/13 (234,359) (171,870) (gross of tax)Net fair value gains/(losses) of held-for-sale assets (gross of tax) 13,233 (84,648) 26.aCash flow hedges in parent, fully and proportionally consolidated 10 21,229 (96,527) companiesNet foreign investment hedges in parent, fully and proportionally 10 22,868 (148,969) consolidated companiesCash flow hedges / net foreign investment companies accounted for 13 (13,970) 26,240 by equity accountingCurrency translation differences 13 (74,656) 223,558Others 13.c 9,936 (30,290)Actuarial gain and loss 18 (1,078) (89)Tax on items taken directly to or transferred from net equity 4,385 69,816 17.c (252,412) (212,779)Releases to the income statement:Cash flow hedges in fully and proportionally consolidated 20.d/10 61,070 90,848 companiesCash flow hedges / net foreign investment in fully and 20.d/10 18,929 6,710 proportionally consolidated companiesGain on sale of Atlantia, S.p.A 26.a (150,706) -Tax effect 17.c (25,794) (30,636) (96,501) 66,922Other comprehensive income (348,913) (145,857)Total comprehensive income 445,598 597,492Attributible to: The Company’s equity holders: for continuing operations 519,664 420,681 for discontinued operations (118,033) 30,881 401,631 451,562 Non-controlling interests 43,967 145,930 445,598 597,492 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171. 6
Statement of Changes in Consolidated Net Equity (thousand Euros) Capital, share premium Retained earnings and and treasury shares Non-controlling Other reserves Net Equity Reserves interestsNotes 13.a 13 13.c 13.dAt 1 January 2,375,850 (55,314) 1,699,946 1,433,000 5,453,4822011Comprehensive income for the - (370,450) 772,081 43,967 445,598 yearSupplementary dividend 2010 - - (221,711) (85,806) (307,517)Extraordinary 2011 interim - - (495,155) - (495,155) dividend2011 interim dividend - - (232,797) (1,769) (234,566)Return of contributions to (295,615) - - - (295,615) shareholdersTreasury (152,358) - - - (152,358)sharesVariation in - 359,086 (319,208) (38,034) 1,844 scopeAt 31December 1,927,877 (66,678) 1,203,156 1,351,358 4,415,7132011 Capital, share premium Retained earnings and and treasury shares Non-controlling Other reserves Net Equity Reserves interestsNotes 13.a 13 13.c 13.dAt 1 January 2,373,733 149,213 1,476,722 1,334,421 5,334,0892010Comprehensive income for the - (204,527) 656,089 145,930 597,492 yearFinal dividend 2009 and interim dividend 2010 - - (432,865) (68,418) (501,283)Treasury 2,117 - - - 2,117sharesVariation in - - - (1,719) (1,719) scopeIncrease / (decrease) in - - - 22,786 22,786 capitalAt 31December 2,375,850 (55,314) 1,699,946 1,433,000 5,453,4822010 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171. 7
Consolidated Cash Flow Statements(thousand Euros) (*) Notes 2011 2010Net cash flow from operating activities:Profit for the year from continuing operations 775,411 709,610Adjustments to:Taxes 17.b 249,628 223,201Depreciation and amortisation for the year 5/6/7 934,710 922,789Variation in asset impairment provision 9 1,678 187(Profit)/loss, net, on sale of property, plant and equipment and intangible assets and other assets - (3,525) (4,673)(Profit)/loss on hedging instruments 20.d 4,213 1,076Variation in post-employment provisions 18 16,353 15,298Variation in provisions for IFRIC 12 and other provisions 19 68,681 72,369Dividend income 20.d (27,170) (27,170)Interest income 20.d (199,245) (142,677)Interest expense 20.d 839,063 836,929Release of deferred income to profit and loss 15 (2,716) (5,462)Income from upgrade to infrastructure (265,239) (337,200)Other adjustments to net income 11 (125,279) (98,333)Share in results of associates accounted for by equity accounting 13.c.iii (124,542) (116,919) 2,142,021 2,049,025Variation in current assets/liabilities:Inventories - (5,439) 5,235Trade and other receivables - (50,448) (71,694)Derivative financial instruments - (2,608) (3,751)Trade and other payables - (52,473) 26,487Other current liabilities - (73,900) 60,267 (184,868) 16,544Cash flow generated from operations 1,957,153 2,065,569Corporate income tax paid - (249,284) (254,421)Interest and settlement of hedges paid - (730,585) (776,637)Interest and settlement of hedges received - 96,077 101,241Utilisation of provisions for post-employment benefits 18 (15,686) (12,531)Utilisation of provisions for IFRIC 12 and other provisions 19 (120,478) (70,266)Other payables 19 17,051 31Receipt / refund of grants and other deferred income 15 2,415 811Non-current debtors and other receivables - 24,367 (54,127)Discontinued operations 26 9,873 43,388(A) Total Net Cash Flow from Operations 990,903 1,043,058 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 171. (*) 2010 cash flow statement considering the impact of the classification of discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26 and detailing the income and expenses for upgrades to infrastructure as indicated in Note 1. 8
Consolidated Cash Flow Statements(thousand Euros) (*) Notes 2011 2010Net cash flow from investing activities:Business combinations and changes in consolidation scope - - 3,577Acquisition of shareholdings in associates 8 (152,106) (24,851)Proceeds from sale property, plant and equipment - 7,824 7,589Purchases of property, plant and equipment and intangible assets and investment property 5/6/7 (263,241) (333,998)Purchases of available-for-sale financial assets - - (275)Dividends received from associates and shareholdings 8/20.d/ 27.c 118,293 96,224Others - 31,076 45,618Discontinued operations 26 908,728 (30,391)(B) Total Net Cash Flow from Investing Activities 650,574 (236,507)Net cash flow from financing activities:Receipt borrowings during the year 14 1,385,603 979,498Repayment of borrowings 14 (1,935,613) (1,126,883)Dividends paid to equity holders of the Parent Company 13 (862,102) (432,865)Return of premium to equity holders of the Parent Company 13 (295,615) -Treasury shares 13 (158,617) 2,117Repayment of share premium to non-controlling interests 13 (87,575) (68,326)Discontinued operations 26 250,606 (5,162)(C) Total Net Cash Flow from Financing Activities (1,703,313) (651,621)(D) Effect of variation in exchange rates (29,482) (14,371)Net (decrease) / increase in cash and cash equivalents (A)+(B)+(C) + (D) (91,318) 140,559Opening balance of cash and cash equivalents 482,328 341,769Closing balance of cash and cash equivalents 391,010 482,328 These consolidated balance sheets should be read together with the Notes to the accounts on pages 8 to 170. (*) 2010 cash flow statement considering the impact of the classification of discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26 and detailing the income and expenses for upgrades to infrastructure as indicated in Note 1. 9
NOTES TO THE 2011 CONSOLIDATED ANNUAL ACCOUNTS1. GENERAL INFORMATIONAbertis Infraestructuras, S.A. (hereinafter abertis or the Parent Company)was incorporated in Barcelona on 24 February 1967. The Company’sregistered office is in Avenida del Parc Logistic nº 12-20, Barcelona. On 30May 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 inthe management of mobility and communications infrastructures operatingin three sectors: motorway concessions, telecommunications and airports.As shown in Note 26, the Group sold the car parks and logistics facilitiessectors over the year. Therefore, their resources are classified asdiscontinued operations in accordance with IFRS 5 "Non-current assets heldfor sale and discontinued operations".Its business purposes include the construction, maintenance and operationof motorways under concession; the management of motorway concessionsin Spain and internationally; the construction of roads; ancillaryconstruction activities, maintenance and operation of motorways, includingservice stations, integrated logistics and/or transport centres and/or carparks, as well as any other activity related to transport infrastructures andcommunications and/or telecommunications for the mobility and transportof people, goods and information, under the necessary authorisation, as thecase may be.The Company can undertake its business purposes, especially itsconcessionary activity, directly or indirectly through its shareholding inother companies, subject, in this respect, to the legal provisions in force atany time.Note 29.c includes information on the Group’s concession contracts.The lists of the subsidiary and multi-group companies of abertis, whichtogether with the parent Company make up the consolidated group(hereinafter, the Group) at 31 December 2011 are set out in Appendix Iand Appendix II, respectively. 10
The aggregates contained in all the financial statements that form part ofthe consolidated annual accounts (consolidated balance sheet, consolidatedincome statement, consolidated statement of comprehensive income,consolidated statement of changes in net equity, consolidated cash flowstatement) and the notes to the consolidated annual accounts areexpressed in thousand Euros, unless explicitly stated in million Euros.2. BASIS OF PRESENTATIONa) Basis of presentationThese consolidated annual accounts have been prepared in accordance withthe International Financial Reporting Standards adopted by the EuropeanUnion under Regulation (EC) No. 1606/2002 of the European Parliamentand the Council on 19 July 2002 and others in force at 31 December 2011(hereinafter, IFRS). In addition, the obligation to present consolidatedannual accounts under EU approved IFRS is governed by the final eleventhprovision of the Tax, Administrative and Corporate Measures Act, Law62/2003/30 December (Official State Gazette (BOE) of 31 December 2004).These consolidated annual accounts prepared under IFRS have beenformulated by the Directors of abertis in order to provide a true and fairview of its consolidated equity, financial situation for the year ended 31December 2011, consolidated results from its operations, the changes inconsolidated net equity and consolidated cash flows in accordance with theabove-mentioned legislation in force.The first consolidated annual accounts to be presented under IFRS werethose for the year ended 31 December 2005. Consequently, IFRS-1, “First-time Adoption of the International Financial Reporting Standards” wasapplied at the transition date of 1 January 2004. 11
As required by IFRS, these 2011 consolidated annual accounts include thefigures corresponding for the previous year for comparative purposes.These figures have been duly restated as result of the following concepts: In accordance with IFRS 5 "Non-Assets held for sale and discontinued operations" and, mainly as a result of the disposal of the car parks and logistics facilities businesses in October 2011 (see details in Note 26), the 2010 income and expenses corresponding to these businesses have been classified as discontinued operations in line with the figures for 2011. In accordance with the criteria indicated in Note 3.0, construction activities and upgrades in infrastructure carried out by the Group in 2010 (Euros 337 million) have been recorded as income and expenses. These figures were mentioned in Note 30 of the 2010 consolidated annual accounts, although they were not broken down in the income statement.As stated in Note 3.q, at the date of preparation of these consolidatedannual accounts, there are standards and interpretations which during 2011were revised and being studied by the corresponding internationalregulatory bodies. In any case, the application of these will be consideredby the Group once they are approved by the European Union, as the casemay be.The preparation of the consolidated annual accounts under IFRS requiresManagement to make certain accounting estimates and certain judgements.These are continuously evaluated and are based on the historical experienceand other factors, including the expectations of future events, which areconsidered reasonable under the circumstances. Whilst the estimations havebeen made based on the best information available at the time of preparingthese consolidated annual accounts, in accordance with IAS-8, anymodification in the future of these estimations would be applied from thatpoint on, recognising the impact of the change in the estimates made in theconsolidated income statement for the year in question. 12
The main estimates and judgements considered in preparing the consolidatedannual accounts are the following: Assumptions used in the impairment test to determine the recoverability of goodwill and other non-financial (see Notes 3.c, 6 and 7) and financial assets (see Notes 3.d and 11) assets. Fair value of derivatives and other financial instruments (see Notes 3.e and 10). Estimates of the intervention cycles in determining the provisions under IFRIC 12 (see Notes 3.n and 19). Fair value of assets and liabilities in business combinations (see Note 22). Financial investments available sale (see Notes 3.d.i, 3.h and 9). Changes in the consolidation scope (see Notes 8 and 9). Actuarial hypotheses used in determining the liabilities for post- employment obligations and other commitments with employees (see Notes 3.l and 18). Corporate income tax (see Notes 3.k and 17).The consolidated annual accounts have been prepared on the basis ofhistorical cost, except in the cases specifically mentioned in these Notes, suchas those items measured at fair value, which are mentioned in Note 4.b.The consolidated annual accounts have been prepared on the basis ofuniformity in recognition and measurement. If new standards modifying theexisting valuation principles become applicable, they will be applied inaccordance with the transition criteria set down in said standards.Certain amounts in the consolidated income statement and the consolidatedbalance sheet have been grouped together for clarity, with their breakdownbeing shown in the Notes to the consolidated annual accounts.The distinction presented in the consolidated balance sheet between currentand non-current entries has been made on the basis of whether the assetsand liabilities fall due within one year or more.Additionally, the consolidated annual accounts include all the information thatis considered necessary for their correct presentation under company law inforce in Spain. 13
The consolidated annual accounts of abertis together with the parentCompany’s annual accounts and the accounts of subsidiary companies willbe presented at their respective Shareholders’ General Meetings in duetime. The Directors of abertis expect these accounts to be approvedwithout significant changes.b) Consolidation principlesi) Consolidation methodsSubsidiary CompaniesSubsidiary Companies are all those entities in which abertis directly orindirectly controls the financial and operating policies. This normally occurswhen more than half of the voting rights are held. Additionally, in order toevaluate whether abertis controls another entity, the existence and effectof potential voting rights that are can be exercised or convertible at thistime are also considered. Subsidiary companies are consolidated as fromthe date on which control passes to abertis, and they are de-consolidatedon the date that control ceases to exist.Subsidiary companies are fully consolidated.Appendix I to these Notes provides a breakdown of critical information onall the subsidiary companies included in the consolidation scope at 31December 2011.Multigroup Companies (Joint Ventures)These are companies that have a contractual arrangement with a third partyto share control of their activity and where the strategic financial andoperating decisions related thereto require the unanimous arrangement of allthe parties that share control.The interests of the Group in joint ventures are accounted for under theproportional consolidation method.Appendix II to these Notes gives information on the multigroup companiesincluded in consolidation scope at 31 December 2011. 14
AssociatesAssociates are companies in which abertis has significant influence and along-term relationship that fosters and influences its business in spite of asmall representation in the management and control bodies. This isgenerally accompanied by a shareholding of between 20% and 50% of thevoting rights unless it can be clearly demonstrated that no such influenceexists or when abertis holds less than 20% and it can be clearlydemonstrated that said influence does exist.Investments in associates are accounted for by equity accounting andinitially stated at acquisition cost. The shareholding of abertis in associatesincludes, as per IAS 28, goodwill (net of any loss or accumulatedimpairment) identified in the acquisition and recorded under “Investmentsin associates” in the consolidated balance sheet.In the case of associates acquired in stages, IAS 28 does not specificallydefine how to determine the cost of the acquisitions. Therefore, the Groupinterprets that the cost of a shareholding in an associate acquired in stagesis the sum of the amounts paid in each acquisition plus the share of theprofits and other changes in shareholders equity less any impairment whichmay have occurred.Thereafter, the share of abertis in the earnings and reserves of associates isrecognised in the consolidated income statement and as consolidationreserves (other comprehensive income), respectively, with the value of theshareholding as the balancing entry in both cases. Dividend receipts and/oraccrual 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 orgreater than the financial value of its shareholding, including any otherunsecured outstanding accounts receivable, additional losses will not berecognised unless obligations have been incurred or payments made in thename of the associate.Appendix III to these Notes provides the particulars of the associatesincluded in the consolidation scope under equity accounting at 31 December2011. 15
ii) Standardisation of timing and valuationExcept for Eutelsat Communications, S.A. which year end is 30 June, all thecompanies included in the consolidation scope close their financial year on31 December and for the purposes of the consolidation process therespective financial statements prepared under IFRS principles have beenused. In accordance with current legislation, these companies presentindividual annual accounts in accordance with the standards applicable intheir country of origin.In the specific case of Eutelsat Communications, S.A. the respective timingstandardisation has been undertaken and for the purposes of theconsolidation process the respective financial statements prepared underIFRS 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 tostandardise valuation to ensure uniformity of the accounting policies of thecompanies included in the consolidation scope with the policies adopted bythe Group.iii) Differences on first consolidationThe Group uses the acquisition method to account for the acquisition ofsubsidiary companies in accordance with the revised IFRS 3. The acquisitioncost is the fair value of the assets, the equity and the liabilities onacquisition date, plus any asset or liability resulting from the contingentconsideration. The costs directly attributed to the acquisition are recogniseddirectly in the consolidated income statement for the year in which it takesplace.The identifiable assets acquired, the liabilities and contingencies assumed ina business combination are initially valued at their fair value on acquisitiondate, including the non-controlling interests. For each business combination,the Group can elect to recognise any non-controlling interest in the acquiredcompany at fair value or for the proportional part of the non-controllinginterest of the net identifiable assets of the acquired entity.The excess of the acquisition cost over the fair value of the net assetsidentified in the transaction is accounted for as consolidation goodwill, whichis assigned to the respective cash generating unit. 16
On the contrary, if the acquisition cost is less than the fair value of the netassets of the company acquired, if the purchase is made underadvantageous conditions, the difference is recognised directly in thestatement of comprehensive income.Consolidation goodwill is not written off on a straight-line basis and issubject to an annual impairment test, as indicated in Note 3.c.In the case of step-acquisitions, when control is obtained, the fair value ofthe assets and liabilities of the business acquired must be determined byincluding the part already owned. The differences that arise between theassets and liabilities already recognised must be recognised in the incomestatement.In case of step-acquisitions of associates, goodwill is calculated in eachacquisition based on the cost and the share of the fair value of the acquirednet assets on each acquisition date.As indicated in Note 2.b.i, the goodwill related to acquisitions of associatesis included as part of the respective shareholding, and is valuated inaccordance with the procedures set out in Note 3.b.iv.iv) Elimination of internal operationsThe balances and intercompany transactions between companies of theGroup are eliminated, as are the unrealised profits from third partiesgenerated by transactions between Group companies. Unrealised losses arealso eliminated, unless the transaction provides evidence of a loss due tothe impairment of the transferred asset.In transactions with joint ventures (multigroup companies) the share in theprofit or loss from operations with Group companies is only recorded in thepart corresponding to other participants.The profit and loss from transactions between the Group and its associatesis recorded in the Groups financial statements only to the extent that theycorrespond to the shareholdings of other investors in the associates whichare not linked to the investor. 17
v) Translation of financial statements in foreign currenciesThe financial statements of foreign companies, none of which operate inhyperinflationary economies, prepared in a functional currency (that of themain economic area in which the entity operates) distinct from thepresentation currency of the consolidated annual accounts (Euros) aretranslated 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 differencesgenerated are included under “Reserves – Cumulative translationadjustments” in net equity on the consolidated balance sheet.vi) OthersThe currency translation differences that arise from the translation of netinvestment in foreign companies, and from loans and other instruments innon-Euro currencies designated as hedges on these investments, arerecorded against net equity. When they are sold, said cumulative translationadjustments are recognised in the income statement as part of theconsolidated gain or loss on the sale.The adjustments to goodwill and the fair value that arise from theacquisition of a foreign entity are considered as assets and liabilities of theforeign entity and are translated using the year end exchange rate.vii) Variations in the consolidation scopeThe most significant changes in the consolidation scope and in thecompanies falling under said scope in 2011 have been as follows: On 11 April 2011 incorporation of the company Saba Infraestructuras, S.A. fully owned by Abertis Infraestructuras, S.A. This company has been fully consolidated. 18
Within the framework of the reorganisation of the structure of abertis businesses as detailed in Note 26, on 18 May 2011 the car parks and logistics facilities businesses have been provided to this company through contribution of all the shares held by Abertis Infraestructuras, S.A. in Saba Aparcamientos, S.A. and Abertis Logística, S.A. through a non-monetary capital increase. In June 2011, the General Meeting of Shareholders of abertis approved the payment of an extraordinary interim dividend for the profits of the year of Euros 0.67 per share which may be optionally exchanged for shares in Saba Infraestructuras, S.A. (see Note 13.c and 26). Following this payment, abertis then held 78.06% of the aforementioned company. Finally, on 26 October 2011, Abertis Infraestructuras, S.A. sold its entire shareholding which on the aforementioned date it held in Saba Infraestructuras, S.A. This sale was carried out in accordance with the share purchase contract which abertis held with Criteria CaixaHolding, S.A.U. (and other third parties), see Note 26. With effect on 31 December 2011, the classification of the 14.61% holding in the capital of Brisa has changed from an available-for-sale financial asset to a shareholding in an associate and now recorded using equity accounting (See Note 8 and 9).Other changes having a minor impact have been as follows: On 18 May 2011 incorporation of the company Gestora del Espectro, S.L., fully owned by Retevisión I, S.A. This company has been fully consolidated. Incorporation of the company Autopistas Metropolitanas de Puerto Rico, LLC (metropistas), 45% owned by abertis are recorded using equity accounting. In September 2011 this company was awarded the concession for managing the PR-22 and PR-5 motorways in Puerto Rico (see Note 8). Increase, with effect on 1 April 2011, of sanef’s shareholding in Sanef Tolling, Ltd from 70% to 100%. Increase, with effect on 1 January 2011, of sanef’s shareholding in Bet Eire Flow from 80% to 100%. On 30 December 2011 sale of the company Túnel del Cadí, S.A.C., recorded at that time using equity accounting, in which abertis had an indirect shareholding of 37.21% (see Note 8). 19
On 20 December 2011 sale of the company Pt Operational Services Limited (PTY), recorded at that time using equity accounting, in which abertis had a shareholding of 33.30%. Exit from the consolidation scope in May 2011 of the company Acesa Italia, S.r.L., in which abertis had an indirect shareholding of 100% as a result of its liquidation, following the sale of the 6.68% shareholding in Atlantia. Exit from the consolidation scope in June 2011 of the companies Aldergrove International Airport Limited, Aldergrove Airport Limited and Aldergrove Car Parks, in which abertis had an indirect shareholding of 90%, as a result of their liquidation. Exit from the consolidation scope in August 2011 of the company MB121 Limited, in which abertis had an indirect shareholding of 90%, as a result of its liquidation. Exit from the consolidation scope in November 2011 of the company TBI Global Limited, in which abertis had an indirect shareholding of 90%, as a result of its liquidation. Takeover merger of companies of ACDL Group TBI Cargo Inc and TBI (US) Holdings Limited, the latter 90% owned abertis (through acdl).In addition, with effect on 21 December 2011 Abertis Infraestructuras, S.A.sold to Abertis Autopistas España, S.A. (with no impact on theseconsolidated annual accounts as both companies belong to the consolidationscope) the shareholdings of the companies Autopistas ConcesionariaEspañola, S.A. (acesa), Infraestructures Viàries de Catalunya, S.A.(invicat), Autopistas Aumar Concesionaria Española, S.A. (aumar) andIberpistas, Concesionaria Española, S.A. (iberpistas), with the aim ofgrouping together all the operator companies of Spanish motorways underone single company responsible for joint management of all of thosecompanies.Additionally, in 2010 there were no changes with a significant impact on theconsolidation scope or on the companies making up the scope although thefollowing changes with a lesser impact on the corresponding consolidatedaccounts were recorded: 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%. 20
On 30 December 2010 the shareholding of abertis (through thesubsidiary Abertis Logística, S.A.) in Consorcio de PlataformasLogísticas, S.A. (cpl), a fully consolidated company, rose from theaforementioned 51% to 64.5%, through the capital increase that thelatter performed, which was subscribed by Abertis Logística, S.A.through a non-cash contribution of the 32% stake it held in CentroIntermodal de Logística, S.A. (cilsa).As a result of the non-cash contribution made by the othershareholder of Consorcio de Plataformas Logísticas, S.A. (cpl) inorder to subscribe the aforementioned capital increase, cpl has cometo own 44% of Centro Intermodal de Logística, S.A. (cilsa), and,accordingly, this company, in light of the new shareholderarrangements as from that date, has gone from being accounted forby equity accounting to proportional consolidation effective 30December 2010. Consequently, the indirect shareholding of abertisof cilsa was 28.38%.The shareholding operations at 30 December 2010 did not have asignificant impact on equity.Increase in the shareholding of abertis in Saba Aparcamientos, S.A.(saba), from 99.46% a un 99.48%.Increase in the shareholding of Saba Aparcamientos, S.A. inParcheggi Pisa, S.r.L. from 70% to 80%, and, accordingly, theindirect shareholding of abertis amounted to 79.58%.Increase in the shareholding of Saba Aparcamientos, S.A. in SabaAparcament de Santa Caterina, S.L. from 92% to 100%, and,accordingly, the indirect shareholding of abertis amounted to99.48%.Increase in the shareholding of abertis in Autopistas de Puerto Ricoand Compañía, S.E. (APR) from 75% to 100%.Sale in September 2010 of Rabat Parking, S.A. in which abertis hadan indirect shareholding of 50.72%.Teledifusión de Madrid, S.A., in which abertis had an indirectshareholding of 80%, left the consolidation scope in June 2010.Takeover merger of the Group companies Saba Campo San GiacomoS.r.L. and Saba Italia S.p.A., that latter of which is 99.48% owned byabertis (through Saba Aparcamientos, S.A.). 21
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 Aeropuertos 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, 40% owned by abertis. 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.viii) Transactions with non-controlling interestsUnder IAS 27 revised, transactions with non-controlling interests arerecorded as transactions with the owners of Group equity. Accordingly, inthe purchases of non-controlling interests, the difference between theconsideration paid and the respective proportion of the book value of thenet assets of the subsidiary impacts net equity. Likewise, the gains or lossfrom the sale of non-controlling interests are also recognized in the netequity of the Group. 22
In the event that significant influence or control is lost, the remaininginterest is stated once again at fair value, and the difference in relation tothe investment previously recorded is recognized in the consolidated incomestatement for the year. Additionally, any amount previously recognized inother comprehensive income in relation to this entity is recorded as if theGroup had directly sold all the related assets and liabilities, which wouldmean, as the case may be, that the amounts previously recognized in othercomprehensive income would be reclassified to the consolidated incomestatement for the year. If the decrease in the shareholding in an associatedoes not imply a loss of significant influence, the proportional part formerlyrecognized under Other comprehensive income would be reclassified to theincome statement.3. ACCOUNTING POLICIESThe most significant accounting policies applied in the preparation of theseconsolidated annual accounts are as follows:a) Property, plant and equipment (PPE)Property, plant and equipment are accounted for at cost of acquisition lessdepreciation and the accumulated amount of any loss in value. Property,plant and equipment includes the legal revaluations applied in years prior to1 January 2004 allowed under local accounting standards, which value hasbeen taken as cost of acquisition as permitted under IFRS-1 “First-timeAdoption of International Financial Reporting Standards”.Capital grants received reduce the cost of acquisition of property, plant andequipment and are recorded when the requirements are met in order todemand payment of the grant. Grants are released to profit and loss on astraight-line basis depending on the useful life of the asset financedreducing the depreciation charge for the year.Personnel costs and other expenses, as well as net financing costs directlyrelated to property, plant and equipment, are capitalised as part of theinvestment until brought into use.Costs of refurbishment, extension or improvement of property, plant andequipment are capitalised only when they increase the capacity,productivity or extend the useful life of the asset, provided that it is possibleto know or estimate the net carrying value of the assets which are writtenoff when replaced. 23
The costs of repairs and maintenance are charged to the consolidatedincome statement in the year in which they are incurred.The investment in infrastructure recorded by the operator companies underPPE includes the assets over which the Grantor holds no control (not ownedby Grantor given that it does not control the residual value of the assets atthe end of the concession), although they are necessary for the operationand management of the infrastructure. These assets mainly comprise thebuildings used in operations, the toll facilities and material, video-surveillance, etc.The depreciation of property, plant and equipment is calculated on astraight line basis using the estimated useful life of the assets, taking intoconsideration wear and tear derived from normal use.The depreciation rates used to calculate the impairment of property, plantand 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 recoverablevalue, said value is immediately reduced to its recoverable value, and theeffect is taken to the consolidated income statement for the year. 24
b) Goodwill and other intangible assetsThe intangible assets indicated below are recorded at acquisition cost lessthe accumulated amortisation and any loss due to impairment, useful lifebeing evaluated on the basis of a prudent estimate. Capital grants receivedreduce the cost of acquisition of the intangible asset and are recorded whenthe requirements are met in order to demand payment of the grant. Grantsare released to profit and loss on a straight-line basis depending on theuseful life of the asset financed reducing the amortisation charge for theyear.The net carrying value of intangible assets is reviewed for possibleimpairment when certain events or changes indicate that their net carryingvalue may not be recoverable.i) Research and development expensesResearch costs are expensed as they are incurred, whilst the expenses ondevelopment incurred in a project are capitalised if the project is feasiblefrom a technical and commercial perspective, if there are sufficient technicaland financial resources to complete the project, if the costs incurred can bedetermined in a reliable manner as established by the internationalstandard, and the generation of future profits is probable. These arerecorded at their cost of acquisition.The amortisation is made on the basis of the estimated useful life for eachproject (between 3 and 5 years).ii) Computer applicationsRefers principally to the amounts paid for access to ownership or for the rightto use computer programs, only when usage is expected to cover severalyears.The computer applications are stated at their acquisition cost and amortisedon the basis of their useful life (between 3 and 5 years). Maintenanceexpenses on these computer applications are charged to the incomestatement in the year in which they are incurred. 25
iii) Administrative concessionsAdministrative concessions are listed as assets valued at the total amount ofthe payments made to obtain them.IFRIC 12 regulates the treatment of public-to-private service concessionarrangements 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 serviceprovider, specifically, on the one hand, construction services orinfrastructure enhancement, and, on the other hand, operational andmaintenance service during the term of the arrangement. The considerationreceived for these services is recorded bearing in mind the type ofcontractual 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” 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 d.ii of this Note) in application 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. 26
The amounts which appear under the heading "Administrative concessions"mostly result from the transition to the application of IFRIC 12 with effectfrom 1 January 2009, which are the result of their reclassification from theheading of "property, plant and equipment" and for the same carryingamount which appear on said date, in line with the provisions in paragraph30 of the transition of IFRIC 12.The administrative concessions have a finite useful life and their cost ifrecorded as an intangible asset, is expensed, through their amortisation, overthe term of the concession on a straight-line basis.In the case of administrative concessions acquired through businesscombinations after 1 January 2004 (IFRS transition date), these, as per IFRS-3, are stated at fair value (on the basis of valuations based on discountedcash flow analyses at their current value at the acquisition date) andamortised on a straight-line basis over the concession period.iv) GoodwillGoodwill generated in different business combinations, represents the surplusof the acquisition cost over the fair or market value of the identifiable netassets of all the company acquired at acquisition date.The possible impairment of goodwills recognised separately (those ofsubsidiary and jointly-controlled companies) is tested annually forimpairment to determine whether its value has declined to a level below thecarrying value at the aforementioned transition date, and, as the case maybe, the necessary charge is made against the consolidated income statementfor the year (see Notes 3.c and 6). The losses for impairment of goodwill arenot subsequently reversed.The impairment of the goodwills included in the carrying value of the equityinvestment in associates is not tested separately. However, under IAS 36,the total carrying value of the investment is tested for impairment bycomparing the recoverable amount (the greater of value in use and fairvalue, minus cost of sale) to carrying value, provided that there areindications that the value of the investment may have been impaired.The loss or gain obtained from the sale of an entity includes the carryingvalue of the goodwill of the entity sold. 27
In view of the fact that the goodwill is considered an asset of the acquiredcompany (except the goodwills generated prior to 1 January 2004, whichunder IFRS-1 were considered assets of the acquiring company), a subsidiaryusing a functional currency other than the Euro valuated in the functionalcurrency of the subsidiary, and the translation into Euros, is made at theexchange rate on the balance sheet date, as indicated in Note 2.b.vi.v) Other intangible assetsPrimarily includes licences for the management of airport infrastructures,which are carried as assets in the consolidated balance sheet at fair value atacquisition moment, obtained on the basis of valuations based on theanalysis of discounted cash flows at their current value at the acquisition dateas per IFRS-3. These are expensed using the straight line amortisationmethod.c) Impairment losses on non-financial assetsThe Group evaluates, at each balance sheet date, whether there is anyindication of impairment in the value of any asset. Should such an indicationexist, or when an annual impairment test is required (in the case ofgoodwill), the Group estimates the recoverable value of the assets, which isthe greater of the fair value of an asset minus cost of sale and its value inuse. In order to determine the value in use of an asset, the future cashinflow that the asset is expected to generate is discounted from its netpresent value using an interest rate that reflects, amongst other, thecurrent value of money at long-term rates and the specific risks of theassets (risk premium). See Note 6.In the event that the asset analysed does not generate cash flowindependently of other assets (as is the case for goodwill), the fair value orvalue in use of the cash generating unit that includes the asset (smallestidentifiable group of assets separated from other assets or groups of assets)is estimated. If there are impairment losses in a cash generating unit, thebook value of the goodwill assigned, if any, will be reduced, followed by aproportional reduction of the book value of the other assets in relation tothe unit. 28
Losses for impairment (surplus of the asset’s book value over therecoverable value) are recognised in the consolidated income statement forthe year.With the exception of goodwill, where impairment losses are irreversible, ifthe Group has recognised losses for impairment of assets at the end of eachfinancial year, an evaluation will be made to determine whether theindications of impairment have disappeared or lessened, and therecoverable value of the impaired asset, if applicable, will be estimated.A loss due to impairment recognised in prior years will only be reversed ifthere is a change in the estimates used to determine the recoverable valueof the asset as from the time the last loss due to impairment wasrecognised. If this is the case, the book value of the asset would increase toits recoverable value, which cannot exceed the book value that would havebeen recorded, net of amortisation, had the impairment loss on the asset inprior years not been recorded. This reversal would be recorded in theconsolidated income statement for the year.d) Investments and other financial assets (excluding derivative financial instruments)The Group determines the classification of its financial assets when they areinitially recognised. At the close of 31 December 2011 the financial assetshave been classified under the following categories:i) Available-for-sale financial assetsThis entry in the consolidated balance sheet includes those investments inwhich the Group does not exert any significant influence or control (seeNote 9). These are classified as non current assets unless there is anintention to dispose of the investment in the twelve months as from theconsolidated balance sheet date, in which case they are classified as currentassets.These investments are stated at fair value, and gains or losses arising fromchanges in value are part of the other comprehensive result until theinvestment is sold or suffers losses due to impairment.The Group evaluates, at each balance sheet date, whether there is anyeffective indication of impairment, among others, taking into accountwhether there has been a significant or prolonged decrease in the fair valueof the securities below cost price. If there are any indications of this type,the accumulated loss previously recorded in net equity under “Reserves – 29
investments available-for-sale” would be transferred to profit and loss asgains or losses on the respective financial assets.For the purposes of identifying indications of impairment, the Group firstuses Spanish accounting standards (Spanish General Chart of Accounts)which indicate that an available-for-sale financial asset will be assumed tohave suffered impairment after a fall of one and a half years and fortypercent of its price without their being a recovery in its value. At any event,and where necessary, a specific analysis is conducted on those figures ofthe instrument which are deemed essential for confirming or rejecting theneed, or not, to record deterioration of the capital instrument.The fair value of the investments that are actively traded on official stockexchanges is taken as the trading price at the close of the market at thebalance sheet date. In the case of investments where there is not an activemarket, the fair value is determined using valuation methods, such asprojections of discounted cash flows. If their market value cannot bedetermined in a reliable manner, they will be valued at cost or at a loweramount if there is evidence of impairment.Dividend income arising from available-for-sale financial assets are recordedunder “Financial income” (see Note 20.d) in the consolidated incomestatement when the right of the Group to receive them is established.ii) Trade and other receivablesThis 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. 30
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 fair value and subsequently 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.e) Derivative financial instrumentsThe Group uses derivative financial instruments to manage its financial riskarising principally from fluctuations in interest rates and exchange rates(see Note 4). These derivative financial instruments, whether or not theyhave been classified as hedges, have been recorded at fair value, which isthe year end market value of listed instruments, or valuations based on theanalysis of discounted cash flows using assumptions that are mainly basedon the market conditions at the balance sheet date for unlisted derivativeinstruments.At the beginning of the transaction the Group documents the relationshipbetween the hedging instruments and the assets they cover, as well as therisk management objectives and the strategy for its hedging transactions.The Group also documents their evaluation, both at the beginning andcontinuously, as to whether the derivatives that are used in the hedgingtransactions are highly effective for offsetting the changes in fair value orcash flows of the items hedged.The fair value of derivative financial instruments used for hedging purposesis set out in Note 10, and the variation in the hedging reserve recordedunder consolidated net equity is set out in Note 13.Classification on the balance sheet as current or non-current will depend onwhether the maturity of the hedge at the year end is less or more than oneyear. Non-hedge derivatives will be classified in any case as current. 31
The criteria used to account for these instruments are as follows:i) Fair value hedgesThe changes in the fair value of the designated derivatives that meet theconditions to be classified as hedging operations of the fair value of assetsor liabilities are recorded in the income statement for the year under“Variation in valuation of hedging instruments”, together with any change inthe fair value of the asset or liability covered by the hedge attributable tothe risk hedged. This corresponds mainly to those derivative financialinstruments contracted by the Group companies to convert fixed interestdebt into floating rate debt.ii) Cash flow hedgesThe positive or negative changes in the valuation of the derivativesclassified as cash flow hedges are charged, in the effective portion, net ofany tax impact, to consolidated equity under the entry “Reserves – Hedgereserve”, until the hedged item impacts the result for the year (or when thehedged item matures or is sold or if it is no longer probable that thetransaction will take place), at which point the retained earnings or losses innet equity are transferred to the consolidated income statement for theyear.The positive or negative differences in the valuation of the derivativescorresponding to the ineffective portion, if they exist, are recorded directlyin the consolidated income statement for the year under “Variation invaluation of hedging instruments”.This type of hedge corresponds primarily to those derivatives contracted bythe Group companies that convert floating rate debt to fixed rate debt.iii) Hedging net foreign investment in non-euro currencyIn certain cases abertis finances its activities in the same functionalcurrency in which the foreign investments are held so as to reduce theexchange rate risk. This is done by raising finance in the correspondingcurrency or by contracting cross currency interest rate swaps. 32
The hedging of net foreign investments is accounted for in a way that issimilar to the cash flow hedge. The gains or losses on the hedginginstrument for the effective portion are recorded under net equity and thegains or losses related to the ineffective portion are recognised immediatelyin the consolidated income statement for the year.Accumulated gains or losses in net equity are carried in the incomestatement when the foreign transaction is concluded.iv) Derivatives not qualified as accounting hedgesIn case there are derivatives that do not meet the criteria established to bequalified as hedges, the positive or negative variation arising fromrecalculating the fair value of these derivatives is taken directly toconsolidated profit and loss for the year.f) InventoriesInventories consist primarily of spare parts for property, plant and equipmentand are valued at cost, calculated using the weighted average price method,making the necessary valuation adjustments and raising the correspondingimpairment.g) Cash and cash equivalentsCash and cash equivalents include cash on hand, demand deposits in banksand short-term investments in highly liquid instruments maturing in threemonths or less.h) Non current assets held for saleNon current assets are classified as held for sale when their value will berecovered mainly through sale, provided that said sale is highly likely. Theseassets are stated at the lesser of their book value or fair value, less the costsof sale. 33
i) Treasury sharesIn the event that any Group entity or the Parent Company acquires shares ofabertis, these are recorded under “Treasury shares” in the consolidatedbalance sheet and consolidated net equity is reduced. The shares are statedat acquisition cost, without recording any provisions.When these shares are sold, any amount received, net of any additionaldirectly attributable transaction costs and the corresponding effect of the taxon the profit generated, and are included in the net equity attributable toequity holders of the parent Company.j) BorrowingsBorrowings are initially recorded at fair value, including the costs incurred inraising the debt. In subsequent periods they are valued at amortised cost andthe difference between the funds obtained (net of the costs involved inraising the funds) and the repayment value, as the case may be, and if it issignificant, is recorded in the income statement over the life of the debt usingthe effective interest method.Borrowings at a fixed interest rate hedged using derivatives that modify thisinterest rate from fixed to floating are stated at fair value for the hedgedcomponent, and these variations are taken to profit and loss, thus offsettingthe impact on results of the variation in the fair value of the derivativeinstrument.k) Income taxThe tax expense (or, where appropriate, income) on profits is the totalamount accrued for this purpose during the year, representing both currentand deferred tax.Both the current tax expense (or, where appropriate, income) and deferredtax expense are recorded in the consolidated income statement for the year.However, the tax effect relating to items recorded directly in othercomprehensive income or net equity is recorded under other comprehensiveincome or net equity. 34
The deferred tax is calculated using the liabilities method based on thebalance sheet, on the temporary differences that arise between taxableincome of the assets and liabilities and their accounting amounts in theconsolidated annual accounts, under the regulations and using tax rates inforce, or pending approval, on the balance sheet date and which areexpected to be used when the corresponding deferred tax asset is realised orthe 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 inthose cases in which the Group can control the date on which the temporarydifferences will reverse and it is probable that they will not reverse in theforeseeable future.The deferred income tax assets are recognised if it is probable that future taxprofit will arise with which to offset the deductible temporary differences orthe losses or unused fiscal credits. In the case of deferred tax assets thatcould arise due to temporary differences with subsidiary and multigroupcompanies and/or associates, these are recognised if additionally it ispossible that they will reverse in the foreseeable future.The recoverability of deferred tax assets is evaluated when they aregenerated, and at each year end, depending on the evolution of resultsexpected from the companies according to their respective business plans.l) Employee benefitsUnder the respective collective bargaining arrangements, various companiesin 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 temporary and /or life-time annuities. 35
In defined contribution employee welfare, the Company makes predefinedcontributions to an external entity and does not have a legal or realobligation to make additional contributions in the event that this entity doesnot have sufficient assets to cover the employee payments that related to theservices provided in the current year and previous years. The annual expenserecorded is the corresponding contribution made in the year.In the defined benefit commitments, where the Company assumes certainactuarial and investment risks, the liability recorded on the balance sheet isthe present value of the obligations at the balance sheet date less the fairvalue of the possible assets for this commitment on said date, plus or minusany unrealised actuarial gain or loss, less any amount arising from the cost ofpast services not yet recognised.The actuarial valuation of the defined benefit commitments is made annuallyby independent actuaries using the projected credit unit method to determineboth the current value of the obligations and the cost of the services providedin the current and previous years. The actuarial gains and losses arising fromchanges in the actuarial assumptions are recognised in the year in which theyoccur. They are not included in the consolidated income statement, butpresented in the statement of comprehensive income.Costs for past services are recognised as an expense, and are allocated on astraight-line basis over the average period remaining until the right to receivethe benefits has finally vested. Nevertheless, when the benefits areimmediately irrevocable after the introduction of a defined benefits plan, orfollowing any change in the plan, the costs for past services are recognisedimmediately.The hedging of commitments by making contributions to an insurance policy,where the legal or implied obligation to meet the agreed benefits remains, isalways 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 employeesin the company, the liability recognised on the balance sheet coincides withthe current value of the obligations at the balance sheet date, if there are noother assets related to them. 36
The projected credit unit method is used to determine both the current valueof the obligations at the balance sheet date and the cost of the servicesrendered during the current year and previous years. The actuarial gains andlosses that arise from changes in the actuarial assumptions are recognized,unlike the post-employment obligations, in the year in which they aregenerated, in the consolidated income statement for the year.iii) Share-based payments.As indicated in Note 28, the group has a Management compensation planconsisting in the distribution of options in abertis stock that can only besettled 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, amongstothers, 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 apersonnel expense as it accrues during the period of time required for theemployee to remain in the company in order to exercise the option, while acounter-entry is made in consolidated net equity, without a re-estimate of itsinitial valuation, as per IFRS-2. However, at the year end the Group reviewsits original estimates of the number of options expected to be exercisable(affected, inter alia, by the impact of any bonus share issue) and recognizes,as the case may be, the impact of its review on the income statements bymaking the respective adjustment to consolidated net equity as it accruesduring the period of time remaining until the end of the period of timerequired for the employee to remain in the company in order to exercise theoption.m) Transactions in foreign currenciesTransactions in foreign currencies are translated into the presentationcurrency of the Group (Euro) using the exchange rates in force on thetransaction date. The gains and losses on foreign currencies that arise fromthe settlement of these transactions and from the translation of monetaryassets and liabilities held in foreign currency at the year end exchange ratesare recorded in the consolidated income statement, unless they are 37
deferred in net equity as in the case of cash flow hedges and hedges on netinvestments, as noted in section e) of this Note.n) ProvisionsProvisions are recorded when the Group has a present legal or impliedobligation, as the result of past events where it is probable that adisbursement must be made to settle the obligation and when the amountcan be reliably estimated.In cases in which the effect of the time value of money is significant, theamount of the provision is calculated as the present value of the future cashflows that are estimated to be required to settle the existing obligation.For infrastructure concessions that are subject to compliance by the Operatorwith the contractual obligations such as maintenance of a certain level ofoperations of the infrastructure or the restoration under certain conditions ofthe infrastructure when returned to the Grantor at the end of the servicearrangement, provisions are posted, as per IAS 37, using the best estimatefor the outflow of funds to cancel the present obligation on the balance sheetdate.o) Revenue recognitionIncome for the rendering of services is recognised when it is probable thatthe benefits from the transaction will be received by the Group and can bereliably quantified (time of use of the infrastructure by the users).Most income of the Group is generated by the motorway segment and relatesmainly to toll income, which is recorded when the service is provided.Income from the telecommunications segment is also recorded when theservice is rendered and relates mainly to the provision of audio-visualservices, radio communications for closed groups of users, television andradio broadcasting, infrastructure rental, satellite capacity, transport of datato operators and other non-recurrent income.Income from the airports segment, mainly from the ACDL Group, relatesbasically to the provision for movements of aircraft and people, tradingrevenues and others, which are also recorded when the service is rendered.Interest income is recognised using the effective interest method whiledividend income is recognised when the right to receive payment isestablished. 38
Finally, it is important to point out that, the abertis group does notgenerally carry out the construction activities of concession assets as itincorporates the infrastructures which it operates by means ofadministrative concession through their acquisition from third-partycompanies which perform the construction on the account of abertis. Inaccordance with paragraph 14 of IFRIC 12, the headings "Income fromupgrades of infrastructures" and "Expenses from upgrades ofinfrastructures" of the consolidated income statement for the year includesthe income and expenses corresponding to the construction activities orupgrades of infrastructures carried out over the year, with no marginrecorded for said activity as the Group does not carry out any constructionand acquires the infrastructure at its fair value.p) EnvironmentCosts arising from legal environment requirements are recorded annuallyeither as an expense or are capitalised, depending on their nature. Theamounts capitalised are depreciated over their useful life.No allowance has been made to the provision for liabilities and charges inrelation to the environment, given that there are no contingencies related tothis matter.q) New IAS/IFRS standards and IFRIC interpretationsAs indicated below, in 2011 new accounting standards (IAS/IFRS) andinterpretations (IFRIC) have come into force or those which came into forcein 2010 but for years beginning after 1 January 2010 (applied for abertispurposes as from 1 January 2011) have been applied. Furthermore, at thedate of formulation of these consolidated annual accounts, new internationalaccounting standards (IAS/IFRS) and interpretations (IFRIC) have beenenacted that are to enter into force for the accounting years commencing 1January 2012 or subsequent to this date.i) Standards, modifications and interpretations coming into effect on 1 January 2011, or which abertis has applied on that date, having come into force in 2010 but only for the years beginning after 1 January 2010. IAS 24 (revised in November 2009) – “Related party disclosures” (in force for years beginning 1 January 2011). IAS 32 (modification October 2009) – “Financial Instruments: 39
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 14 (modified July 2010) – “Prepayments of a minimum funding requirement” (in force for financial years beginning 1 January 2011). IFRIC 19 - “Extinguishing financial liabilities with equity instruments” (in force for years beginning 1 July 2010). In addition, as part of the IASB’s annual improvements project of May 2010, a series of minor changes in certain standards and interpretations have been adopted, which entered into force on 1 January 2011.All those standards, amendments and interpretations applicable to theGroups annual accounts have been taken into account with effect from 1January 2011, without significant impact on these consolidated annualaccounts.ii) Standards, modifications and interpretations issued by the IASB and adopted by the European Union, coming into force in 2011 but for years beginning after 1 January 2011, for which the Group has not contemplated early adoption (applicable for abertis purposes as from 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).It is not expected that the application of these standards, modifications andinterpretations will have a significant impact on the consolidated annualaccounts of abertis. 40
iii) Standards, modifications and interpretations issued by the IASB pending adoption by the European Union, generally coming into force after 1 January 2012, for which the Group has not contemplated their early adoption. IAS 1 (amendment of June 2011) – “Presentation of financial statements" (in force for years beginning 1 July 2012, and so for abertis purposes it will be applied as from 1 January 2013). Amends the presentation of Other Comprehensive Income, grouping it into two categories, based on whether the headings included therein will be reclassified to the income statement or not. IAS 12 (modification December 2010) – “Income Taxes – deferred tax: recovery of underlying assets” (in force for years beginning 1 January 2012). IAS 19 (amendment of June 2011) – “Employee Benefits” (in force for years beginning 1 January 2013). It amends, inter alia, the recognition and measurement of defined benefit pension costs and termination benefits, as well as the breakdowns of all employee benefits. IAS 27 (amendment of May 2011 as a consequence of the new IFRS 10) - "Separate financial statements" (in force for years beginning 1 January 2013). IAS 28 (amendment of May 2011 as a consequence of the new IFRS 11) - "Investments in associates and joint ventures" (in force for years beginning 1 January 2013). IAS 32 (modification of December 2011) – “Financial Instruments: offsetting financial assets and financial liabilities" (in force for years beginning 1 February 2014). 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 July 2011). IAS 7 (modification of December 2011) – “Financial Instruments: offsetting financial assets and financial liabilities" (in force for years beginning 1 January 2013). IFRS 9 – “Financial instruments” replacing IAS 39 (in force for years beginning 1 January 2015 in accordance with the amendment published in July 2011). 41
IFRS 10 – “Consolidated financial statements”. The new standard introduces changes in the concept of control and replaces the consolidation and control guidelines included in IAS 27 - "Consolidated and separate financial statements" (consequently amended) and eliminates SIC 12 - "Consolidation -special purpose entities" (in force for years beginning 1 January 2013). IFRS 11 – “Joint arrangements”. The new standard provides an accounting treatment for joint agreements based on the rights and obligations arising from the agreement and not on its legal form, differentiating between joint operations and joint ventures. It establishes that the investment in joint ventures may only be recorded using the equity method, removing the option of using the proportional consolidation method (in force for years beginning 1 January 2013). abertis applies the option of recording the investments in joint ventures using the proportional consolidation method. The change in method (which is neutral in terms of the net income attributable to the equity holders and the net assets contributed to the consolidated accounts) is not considered to have a material impact on the figures of the balance sheet and income statement. IFRS 12 – “Disclosure of interests in other entities”. The new standard contains the disclosure requirements for entities which report under the new IFRS 10 and IFRS 11, and in addition substitutes the disclosure requirements included in the former IAS 28 - "Investments in associates" and IAS 31 "Interests in joint ventures" (in force for years beginning 1 January 2013). IFRS 13 - "Fair value measurement”. The result of the joint project of the IASB and the FASB, it explains how to measure items at fair value and improves and extends disclosure requirements. It will be performed prospectively from the year in which it is applied for the first time (in force for years beginning 1 January 2013). IFRIC 20 – “Stripping costs in the production phase of a surface mine." (in force for years beginning 1 January 2013).As indicated above, the Group has not contemplated the early application ofthe Standards and interpretations mentioned above and in any case theirapplication would be taking into account by the Group after their adoption, asthe case may be, by the European Union. 42
4. MANAGEMENT OF FINANCIAL RISK AND CAPITALa) Factors of financial riskThe activities of the Group are exposed to various financial risks: exchangerate risk, credit risk, liquidity risk and interest rate risk on cash flow. TheGroup uses derivatives to hedge certain risks.The management of financial risk is controlled by the Corporate FinancialManagement under authorisation of the most senior executive officer ofabertis, as part of the respective policies adopted by the Board ofDirectors.i) Exchange rate riskThe Group also operates outside the euro area and holds assets basically inthe United Kingdom, United States and South America, exposing it,therefore, to exchange rate risks on currency operations, particularly inPound sterling, the US dollar and the Argentine, Mexican and Chilean Peso.Exchange rate risk arises from future commercial transactions, recognisedassets and liabilities, and net investments in foreign operations.The exchange rate risk on net assets of Group operations in non-Eurocurrencies are managed, mainly, by raising debt in the correspondingcurrencies and through the use of currency swaps.In relation to exchange rate risk, we should point out that at 31 December2011, the abertis Group companies operating in a functional currency otherthan the Euro contribute 8.5% of the gross operating earnings and 10.5%of consolidated earnings (8.9% and 8.9%, respectively, in 2010).As in previous years, the most significant contribution is that made by theACDL Group (whose functional currency is the Pound Sterling), whichcontributes at the 2011 year end 2.6% of gross operating earnings and3.5% of consolidated earnings (2.4% and 2.3%, respectively in 2010); andthat made by the Chilean toll motorways (abertis Chile Group and InvinGroup, whose functional currency is the Chilean Peso), which contribute atthe 2011 year end 4.8% of gross operating earnings and 0.8% ofconsolidated earnings (4.9% and 0.8%, respectively, in 2010). 43
In this regard, a 10% change in the Euro/Pound exchange rate with regardto that considered at the 31 December 2011 year end would have a positiveimpact on earnings of Euros 2.5 million (Euros 1.5 million in 2010) and aneffect on equity for translation differences arising from consolidation of 61.3million Euros (Euros 59.3 million in 2010). With regards to the €/ChileanPeso exchange rate, a variation of 10% at 31 December 2011 wouldrepresent a slightly positive impact of Euros 0.5 million on earnings (Euros -0.5 million in 2010) and an impact on equity of Euros 148.2 million fortranslation differences arising from the consolidation process (Euros 158.2million in 2010).In addition, the impacts on net equity of the Group would be offset by theimpact on equity of the net investment hedges made, which were taken outat the amount of the initial investment.ii) Interest rate riskThe Group’s exposure to interest rates arises from its non-currentborrowings.The borrowings issues at floating rates expose the Group to interest raterisk on cash flows, while the borrowings at a fixed rate expose the Group tointerest rate risk on fair value.The purpose of managing interest rate risk is to reach a balance in the debtstructure that enables the volatility to be minimised in the incomestatement over several years, and, accordingly, the Group’s policy is tomaintain approximately 75%-85% of its borrowings at a fixed interest rateor at a rate fixed through hedges (at 31 December 2011 this is set at 84% -as in 2010 - and the estimated net impact after tax on earnings of avariation of 50bp in the interest rate of floating debt would be Euros 8.0million, against Euros 8.6 million in 2010. See Note 14.To accomplish this, and based on the different estimates and objectivesrelated to the structure of the debt, in order to manage interest rate risk onthe cash flows, hedging operations are made by contracting derivativefinancial instruments consisting of interest rate swaps from floating to fixed.These swaps have the economic effect of converting borrowings at floatingrates into fixed rates, and, accordingly, the Group makes commitments withother parties to exchange, on a regular basis, the difference between thefixed and floating interest rates calculated on the basis of the main notionalprincipals contracted. 44
In this respect, to comply with the Group policy mentioned above, theGroup carries out interest rate swaps from fixed to floating to hedge its fairvalue interest rate exposure.iii) Credit riskGiven the nature of the Groups businesses, there are no significantconcentrations of credit risk as there are no significant trade receivablesexcept for receivables from the Public Administration and balances withfinancial institutions (mainly derivative instruments and cash and cashequivalents). The derivative operations and the spot operations are onlymade with financial institutions with strong credit ratings, accepting onlyentities that have been qualified independently with a minimum “A-“ rating.This credit worthiness is reviewed periodically in order to ensure activemanagement of counter-party risk.During the years for which information is reported no credit limits havebeen exceeded and Management does not expect there to be losses due tothe infringement of any of the counterparties indicated above.iv) Liquidity riskThe Group carries out prudent management of the liquidity risk, whichinvolves maintaining cash and having access to a sufficient amount offinance through established credit facilities as well as the capacity toliquidate market positions. Given the dynamic character of the Group’sbusinesses, the objective of General Financial Management is to remainflexible in financing through the availability of established credit facilities.Treasury outflows expected in relation to borrowings with the Group arebroken down in Note 14.b) Fair value estimateThe valuation of the assets and liabilities measured at their fair value mustbe disclosed by level using the follow IFRS 7 hierarchy: Level 1. Quotation prices (unadjusted) in official stock markets and identical liabilities. 45
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.The breakdown at 31 December of the Group assets and liabilities measuredat fair value by Level is as follows: Level 1 Level 2 Level 3 2011Assets (*)Available-for-sale financial assets - 10,549 3,028 13,577Derivative financial instruments: Cash flow hedge - 760 - 760 Fair value hedge - 83,564 - 83,564 Hedge of net foreign investment in non-Euro currency - 150,889 - 150,889 Not qualifying for hedge accounting - 485 - 485Total derivative financial instruments - 235,698 - 235,698Total assets - 246,247 3,028 249,275LiabilitiesDerivative financial instruments: Cash flow hedge - 114,646 - 114,646 Fair value hedge - - - - Hedge of net foreign investment in non-Euro currency - 167,686 - 167,686 Not qualifying for hedge accounting - 2,250 - 2,250Total derivative financial instruments - 284,582 - 284,582Financial payables hedged at fair value - 817,116 - 817,116Total liabilities - 1,101,698 - 1,101,698 (*) Relates to net equity securities 46
Level 1 Level 2 Level 3 2010Assets (*)Available-for-sale financial assets 457,412 10,907 6,678 474,997 (*)Non-current financial assets held for sale 612,325 - - 612,325Derivative financial instruments: Cash flow hedge - 714 - 714 Fair value hedge - 82,113 - 82,113 Hedge of net foreign investment in non-Euro currency - 152,391 - 152,391 Not qualifying for hedge accounting - 862 - 862Total derivative financial instruments - 236,080 - 236,080Total assets 1,069,737 246,987 6,678 1,323,402LiabilitiesDerivative financial instruments: Cash flow hedge - 196,899 - 196,899 Fair value hedge - 1,962 - 1,962 Hedge of net foreign investment in non-Euro currency - 210,985 - 210,985 Not qualifying for hedge accounting - - - -Total derivative financial instruments - 409,846 - 409,846Financial payables hedged at fair value - 1,032,270 - 1,032,270Total liabilities - 1,442,116 - 1,442,116 (*) Relates to net equity securitiesAs indicated in Notes 3.d and 3.e, the fair value of financial instruments thatare traded on active markets is based on the market prices at the balancesheet date. The market quotation price used for financial assets is thecurrent buyer price.The fair value of the financial instruments that are not traded on activemarkets is determined using valuation techniques. The Group uses a varietyof methods and makes assumptions based on the existing marketconditions at each balance sheet date.Listed market prices are used for long-term debt. The fair value of interestrate swaps is calculated as the current value of the estimated future cashflows and the fair value of forward exchange rate contracts is determinedusing the forward exchange rates in the market at the year end. 47
c) Capital managementThe objective of the Group in terms of capital management is to safeguardits capacity to continue as a going concern in order to ensure value for itsshareholders and profit for other holders of its net equity instruments andto maintain an optimum capital structure and reduce its cost.The Group monitors its capital in line with the leverage index and industrypractices. This index is calculated as net debt divided by total capital. Netdebt is calculated as total borrowings (including current and non-currentborrowings, as stated in the consolidated balance sheet) minus cash andcash equivalents. Total capital is calculated as net equity, as stated in theconsolidated accounts, plus net debt.During the year, the Groups strategy in this regard has not changedsignificantly, with the leverage index rising slightly compared with 2010.This was essentially the result of the payment of an extraordinary interimdividend for the 2011 earnings of Euros 0.67 per share (Euros 495,155thousand, see Note 13.c) and an extraordinary dividend charged against theShare Premium Reserve of Euros 0.40 per share as a return of contributionsto equity holders (Euros 295,615 thousand, see Note 13.a).The leverage indices at 31 December were as follows: 31 December 31 December 2011 2010 Borrowings (Note 14) 14,545,669 15,375,954 Cash and cash equivalents (Note 12) (391,010) (482,328) (*) Net debt 14,154,659 14,893,626 Net equity (Note 13) 4,415,713 5,453,482 Total capital 18,570,372 20,347,108 Leverage index 76% 73% (*) Includes the payables with associates (recorded using equity accounting) and the interest on loans and bonds. 48
5. PROPERTY, PLANT AND EQUIPMENTThe movements in the main entries that make up property, plant andequipment are as follows: Other assets Other plant, for Plant and tooling and Land and infrastructure machinery furniture buildings Others Total management1 January 2011Cost 439,289 968,997 238,362 1,972,205 241,422 3,860,275Accumulated depreciation and impairment (257,937) (284,355) (145,009) (1,233,460) (58,759) (1,979,520)Net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,7552011Opening net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755Cumulative translation - 9,708 1,410 495 240 11,853adjustmentAdditions 27,022 9,727 17,311 90,089 85,992 230,141Disposals (Net) (375) (517) (425) (1,089) (1,259) (3,665)Transfers 13,985 1,159 163 103,819 (140,131) (21,005)Depreciation (36,995) (27,225) (17,086) (135,795) (7,298) (224,399)Others 3,672 2,524 (420) 95 (3,686) 2,185Transfer to disposable group assets held for sale - (108,720) (347) (7,447) (17,524) (134,038)Closing net carrying value 188,661 571,298 93,959 788,912 98,997 1,741,827At 31 December 2011Cost 449,506 847,719 244,952 2,134,405 156,900 3,833,482Accumulated depreciation and impairment (260,845) (276,421) (150,993) (1,345,493) (57,903) (2,091,655)Net carrying value 188,661 571,298 93,959 788,912 98,997 1,741,827 49
Other assets Other plant, for Plant and tooling and Land and infrastructure machinery furniture buildings Others Total management 1 January 2010 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 Cumulative translation - 29,407 3,384 1,931 242 34,964 adjustment 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 (34,304) (29,538) (18,627) (137,685) (8,731) (228,885) Impairment - (2,279) - - - (2,279) Others (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 Accumulated depreciation and impairment (257,937) (284,355) (145,009) (1,233,460) (58,759) (1,979,520) Net carrying value 181,352 684,642 93,353 738,745 182,663 1,880,755“Others” at the 31 December 2011 year-end includes mainly assets underconstruction totalling Euros 85 million (Euros 164 million gross in 2010, Euros152 million if we exclude the car parks and logistics facilities businesses),mainly telecommunications infrastructure companies (Euros 70 million in2011 and Euros 118 million in 2010) and, to a lesser extent, toll motorwayoperator companies and airports.At 31 December 2011 capital grants total Euros 45,017 thousand (Euros44,168 thousand in 2010), after subtracting property, plant and equipmentand revertible assets. They are released on a straight-line basis to profit andloss on the basis of the useful life of the asset financed and total Euros 2,263thousand (Euros 3,234 thousand in 2010), reducing the depreciation chargefor the year. These capital grants basically relate to the Abertis Telecomgroup (Euros 30,359 thousand in 2011 and Euros 31,507 thousand in 2010)and MBJ (Euros 13,936 thousand in 2011 and Euros 12,501 thousand in2010), which were granted by the European Regional Development Fund(ERDF) and the Jamaican Government, respectively. 50
Property, plant and equipment at 31 December 2011 includes Euros 478million gross with a net value of Euros 280 million (Euros 471 million, andEuros 296 million, respectively, in 2010) for revertible assets by virtue of theconcessions obtained that are not affected by the application of IFRIC 12,mainly for airport facilities (Euros 249 million, net, in 2011 and Euros 250million, net, in 2010). Most of the buildings and other constructions are linkedto administrative concessions granted by different public corporations andrevert at the end of the concession.The currency translation differences generated during the year relate mainlyto the assets in the UK (Pounds Sterling 368,671 thousand in 2011 andPounds Sterling 377,781 thousand in 2010) and to assets located in Jamaica(US Dollars 137,240 thousand in 2011 and US Dollars 140,497 thousand in2010) in both cases as a result of the revaluation at the year end of therespective currency.It is Group policy to contract the insurance policies considered necessary tocover possible risks that might affect its property, plant and equipment. 51
6. GOODWILL AND OTHER INTANGIBLE ASSETSThe movements in the main entries under this account heading are asfollows: Administrative Computer Goodwill concessions applications Others TotalAt 1 January 2011Cost 4,397,724 21,376,366 148,412 333,687 26,256,189Accumulated depreciation and impairment - (9,138,011) (95,261) (75,385) (9,308,657)Net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,5322011Opening net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532Cumulative translation adjustment (4,928) (104,522) (39) 5,583 (103,906)Additions - 112,033 16,607 1,555 130,195Disposals (Net) - (16) (521) (84) (621)Transfers - (70,831) 1,504 1,314 (68,013)Depreciation - (695,544) (20,859) (7,139) (723,542)Others - (2,037) 35 (192) (2,194)Transfer to disposable group assets held for sale (129,673) (528,721) (1,344) (39,522) (699,260)Closing net carrying value 4,263,123 10,948,717 48,534 219,817 15,480,191At 31 December 2011Cost 4,263,123 20,564,879 155,241 291,080 25,274,323Accumulated depreciation and impairment - (9,616,162) (106,707) (71,263) (9,794,132)Net carrying value 4,263,123 10,948,717 48,534 219,817 15,480,191 52
Administrative Computer Goodwill concessions applications Others TotalAt 1 January 2010Cost 4,350,453 20,716,999 130,245 322,664 25,520,361Accumulated depreciation 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 17,022,1402010Opening net carrying value 4,350,453 12,354,974 53,793 262,920 17,022,140Cumulative translation adjustment 36,740 238,324 42 6,703 281,809Additions - 238,770 22,769 2,821 264,360Disposals (Net) (72) (25) (76) (1,573) (1,746)Transfers - 33,059 (2,490) - 30,569Variation in scope and business combinations 10,603 59,572 28 (604) 69,599Depreciation - (693,271) (20,439) (10,818) (724,528)Impairment - (127) - - (127)Others - 7,079 (476) (1,147) 5,456Closing net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532At 31 December 2010Cost 4,397,724 21,376,366 148,412 333,687 26,256,189Accumulated depreciation and impairment - (9,138,011) (95,261) (75,385) (9,308,657)Net carrying value 4,397,724 12,238,355 53,151 258,302 16,947,532“Administrative concessions” mainly includes the concession contracts for theconstruction and exploitation of the different toll motorway networks, as perIFRIC 12, as indicated in Note 3.b.iii, as well as the concessions acquireddirectly or as part of a business combination.As in 2010, the additions to this heading in 2011 mainly correspond to theSanef Group as a result of the investments made during the year inexpanding the capacity of the motorway network. 53
The breakdown of the main administrative concessions (see Note 29.c),matched to their respective operating segment, is as follows: 31 December 31 December 2011 2010 Motorways HIT/Sanef Group 5,990,832 6,243,386 Avasa 1,189,707 1,264,457 Autopista Central 947,758 1,069,505 Acesa 777,989 865,192 Aumar 458,759 501,568 Iberpistas/Castellana 423,686 520,612 Rutas del Pacífico 356,050 412,623 Aucat 257,160 271,369 Aulesa 89,718 86,729 Trados45 72,453 72,134 GCO 30,439 35,411 Others 118,091 129,729 10,712,642 11,472,715 Telecommunications Hispasat 5,142 6,571 5,142 6,571 Airports ACDL/TBI 163,055 168,912 DCA/MBJ 67,878 68,822 230,933 237,734 Car parks Saba (group) - 455,536 Logistics parks Cilsa - 59,572 Sevisur - 6,227 - 65,799 Administrative concessions (net value) 10,948,717 12,238,355Furthermore, “Others” mainly includes the intangible assets of ACDL/TBI(Euros 192,795 thousand, net, at 31 December 2011 and Euros 190,804thousand, net, at 31 December 2010) relating mainly to licenses foroperating certain airports, booked at fair value when acquired at thebeginning of 2005. 54
At 31 December 2011 capital grants total Euros 123,904 thousand (Euros152,691 thousand in 2010), after subtracting intangible assets (mainly under“Administrative concessions”). They are released on a straight-line basis toprofit and loss on the basis of the useful life of the asset financed and totalEuros 7,361 thousand (Euros 6,474 thousand in 2010 considering the impactof the classification of the car parks and logistics parks operating segmentsas discontinued operations in application of IFRS 5), reducing thedepreciation charge for the year. These capital grants basically relate to theSanef Group (Euros 117,250 thousand in 2011 and Euros 118,075 thousandin 2010), which were granted by the French Government.The exchange differences generated during the year mainly relate tointangible assets in the UK (Pounds Sterling 508,869 thousand in 2011 andPounds Sterling 521,272 in 2010) and to intangible assets in Chile (ChileanPesos 1,044,047,043 thousand in 2011 and Chilean Pesos 1,121,572,727thousand in 2010), as a result of the revaluation of the pound sterling atthe year end and the depreciation of the Chilean peso at the year end (in2010 as a result of the revaluation of the pound sterling and Chilean peso atyear end). 55
The breakdown of goodwill in subsidiary and multi-group companiesassigned to each of the different cash generating units defined by GroupManagement, in accordance with their respective business segment and theconcession that gave rise to the goodwill, is as follows: 2011 2010 Motorways HIT/Sanef Group 2,824,092 2,824,092 Iberpistas 308,224 308,224 Avasa 245,650 245,650 Aucat 178,447 178,447 Autopista Central 142,014 152,511 Trados45 29,872 29,872 Rutas del Pacífico 28,925 31,063 Aulesa 9,985 9,985 Others 3,277 3,441 3,770,486 3,783,285 Telecommunications Hispasat 144,279 144,279 Tradia 42,014 42,014 Overon 15,964 15,964 202,257 202,257 Airports ACDL/TBI 253,356 245,850 DCA/MBJ 28,392 27,658 Others 8,632 8,540 290,380 282,048 Car parks Saba (group) - 114,757 Logistics parks Abertis Portugal Logística - 4,774 Cilsa - 10,603 - 15,377 Goodwill 4,263,123 4,397,724As indicated in Note 3.b), at the year end an evaluation is made todetermine if any of the goodwill recorded has been impaired based on thecalculation of value in use of its corresponding cash generating unit, or themarket value (price of similar recent transactions in the market) if higher. 56
To determine this current value of the future cash flows from theinvestment, 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 8 and 28 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 set in the concession contracts based on the evolution of the local CPI and/or specific adjustments to it). As for activity (essentially ADI, Average Daily Intensity of vehicles in the case of motorways), the group uses as its reference for estimating the growth of gross domestic product (GDP) forecast 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. o Similarly, the works to be performed for maintaining and upgrading infrastructures have been considered. The Group has used the best estimates available based on the company’s experience and taking into account the forecast evolution of the activity. The cash forecasts obtained from the forecast for revenue and expenses carried out in accordance with the aforementioned criteria have been updated at the discount rate resulting from adding to the long-term cost of money, the risk premium assigned by the market to the country where the companys activity takes place, the risk premium assigned by the market to each business (both considered on a long-term basis), as well as the financial structure of the company or corresponding cash generating unit. In general the discount rates used are within the range of 6.5%-10%. 57
The summary of all these aspects for the most significant goodwills is asfollows: 2011 Accumulated annual growth (2011 – End of concession) Last year of forecast (concession Discount Cash generating unit period) CPI Activity(*) Expenses rate HIT/ Sanef Group 2029 1.8% 2.0% 2.3% 6.89% Iberpistas/ castellana 2031 2.5% 2.3% 1.3% 6.67% Avasa 2026 2.5% 3.4% 1.1% 6.67% ACDL/ TBI Group 2028 2.7% 3.4% 3.5% 7.60% Aucat 2038 2.5% 2.2% 2.1% 6.67% Autopista Central 2031 3.0% 5.9% 4.0% 9.52% Hispasat 2021 2.5% 5.8% 5.2% 8.70%(*) ADI in the case of motorways, number of passengers in the case of airports and revenue for Hispasat. 2010 Accumulated annual growth (2010 – End of concession) Last year of forecast (concession Discount Cash generating unit period) CPI Activity(*) Expenses rate HIT/ Sanef Group 2029 1.3% 2.1% 2.4% 6.34% Iberpistas/ castellana 2031 2.5% 2.4% 3.3% 6.15% Avasa 2026 2.5% 3.6% 3.7% 6.15% ACDL/ TBI Group 2028 2.5% 3.7% 2.3% 7.25% Aucat 2038 2.5% 2.5% 3.3% 6.15% Autopista Central 2031 3.0% 4.3% 3.6% 9.91% Hispasat 2026 2.5% 8.4% 2.8% 8.50%(*) ADI in the case of motorways, number of passengers in the case of airports and revenue for Hispasat.For the first five years the projections are generally based on the budgetand in the last medium-term projection approved by the Management.Time periods greater than 5 years are considered as these concessionassets have a finite life, and therefore the projected cash flow period isclearly delimited and defined (as indicated above, based on the remainingconcession period). 58
As a result of the impairment test made, the different cash generating unitsto which the various goodwills are assigned are deemed capable ofrecovering the net value of each goodwill recorded at 31 December 2011.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 goodwills of Spanish motorways, in the case of the iberpistas 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 (the sensitivity analysis tests performed on these projections demonstrate that they could undergo reductions greater than 15% in their measurement). In the case of avasa, we should point out that with effect as from 30 June 2009, abertis acquired an additional 50%, leading to it having an indirect shareholding through iberpistas of 100%. This amounted to an "acquisition in stages" of this company (abertis already held the remaining 50%), in such as way that, in application of IFRS 3, the assets and liabilities already held abertis were recorded at their fair value at 30 June 2009. Therefore, given that at the time of its acquisition (more recent in time), its assets and liabilities were already recorded at their fair value, although the results of the impairment tests make it possible to recover the value of the assigned goodwill and remeasured assets, the latter show lower tolerance to variations in the key assumptions analysed (slightly above 5%). As for the goodwill of hit/sanef (arising from its acquisition in 2006), it should be noted that the revenues recorded in 2011 (as in 2010 and previous years) continue to be higher than those taken into account in the model used to determine the fair 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 (the sensitivity analysis tests performed on the analysed projections demonstrate that they could undergo reductions greater than 15% in their measurement). 59
With regard to the goodwill and remeasured assets assigned toautopista central, of which abertis acquired the control of 50% witheffect as from 31 December 2008 through the company Inversora deInfraestructuras, S.L. (invin), although the results of the impairmenttest reflects a recovery in the goodwill and remeasured assets, theyshow lower tolerance to variations in the key assumptions analysed(slightly above 5%). At any event, the projections considered are inline with those considered the time of the acquisition.In relation to the impairment tests of the total goodwill of the acdl/tbiGroup, which corresponds mainly to the Luton airport concession(which represents 74% of the total) and the airports owned in Belfastand Cardiff, the recoverable value based on the value in use which isobtained from the aforementioned tests sufficiently exceeds thecarrying value in such a way that if significant changes wereconsidered to the assumptions used, no significant impairment riskswould arise (the sensitivity analysis tests performed on the projectionsconsidered demonstrate that they could undergo reductions greaterthan 10% in their measurement). 60
7. INVESTMENT PROPERTYThe variations in this account have been as follows: 2011 2010 At 1 January Cost 494,455 374,329 Accumulated depreciation and impairment (50,305) (12,517) Net carrying value 444,150 361,812 Year Opening net carrying value 444,150 361,812 Cumulative translation adjustment (3,503) 5,486 Additions 2,535 25,539 Disposals (Net) (446) - Transfers - (3,710) Variation in scope and business combinations - 74,219 Depreciation (4,963) (5,647) Impairment - (13,549) Others 85 - Transfer to disposable group assets held for sale (437,858) - Closing net carrying value - 444,150 At 31 December Cost (*) - 494,455 Accumulated depreciation and impairment - (50,305) Net carrying value - 444,150 (*) 2010 includes euros 44,024 thousand of investment property under construction.In the "Investor property" heading were included (measured at acquisitioncost as indicated in Note 3.d of the 2010 consolidated annual accounts) theland, buildings and other constructions held for the activity of the "logisticsfacilities" operating segment, which was disposed of in the year in thecontext of the corporate reorganisation described in Note 26. 61
8. INVESTMENTS IN ASSOCIATESThe movement recorded in this entry of the consolidated balance sheet is asfollows: 2011 2010 At 1 January 1,461,077 1,373,983 Additions and business combinations 152,106 24,851 Disposals (26,020) - Variation in scope 262,931 (27,503) Share in (loss)/profit (1) (See Note 13.c.iii) 124,186 116,971 Cumulative translation adjustment (8,637) 26,224 Dividends accrued (See Note 27.c) (84,156) (76,021) Cash flow hedges (see Note 13) (20,618) 26,240 Others 40,254 (3,668) Transfer to disposable group assets held for sale (2,064) - At 31 December 1,899,059 1,461,077 (1) The share in (loss)/profit is stated after tax and non-controlling interests.The increases and business combinations for the year mainly correspond tothe incorporation of the company Autopistas Metropolitanas de Puerto Rico,LLC (metropistas) for an amount of Euros 143,713 thousand euros and, asin 2010, capital increases carried out by the investee company A’Lienor(Euros 8,393 thousand in 2011).The reductions in 2011 mainly correspond to the value at year end of the37.21% shareholding which abertis held up to that date in the companyTúnel del Cadí, S.A.C, sold on 30 December 2011 for Euros 45,500thousand.The additions in 2011 as a result of changes in the consolidation scope arerelated to the changing of the classification, with effect as from 31December 2011, of the 14.61% stake in the capital of Brisa. As a result ofthe taking on of significant influence, this is now classified as a shareholdingin an associate and recorded using the equity method as from that date(see Note 2.b.vii). 62
With regard to the shareholding in Brisa, the Groups opinion up to the 2011year end was to consider that, despite having representation on its board ofdirectors, the Group alone did not have sufficient participation so as toconclude about significant influence supposition as established in IAS 28.61,and therefore it was recorded as an investment in equity instrumentsclassified as an available-for-sale financial asset.However, at the balance sheet date of 31 December 2011, a series ofcircumstances have ended in the objective consideration that there are nownew elements which make it possible to conclude that abertis hassignificant influence despite holding less than 20% of the voting power inthe investee company. Therefore, on the aforementioned balance sheetdate, it is considered that the Group exercises significant influence over theinvestment in Brisa. This decision is based on: Appointment, in April 2011, of the Chief Financial Officer of the abertis Group as a board member of Brisa, assuming a great executive role than the institutional representation carried out by the former abertis representative. This ratifies the Group’s strategy of active and influential management in Brisa. Greater participation in Brisa’s Corporate Governance with the commitment in 2011 by Chairman of Brisa’s Board of Directors of the appointment of the Chief Financial Officer of abertis and member of Brisa’s Board of Directors as a member of Brisa’s "Corporate Governance & Sustainability Monitoring Committee". This appointment was approved by the Board of Directors on 25 January 2012. Clear intention by the Group, established through a resolution of the Executive Committee of abertis, to strengthen abertis’ participation in Brisa. This last aspect has been materialised in the acquisition on 30 December 2011 of a purchase option on 2,500,000 Brisa shares at a price in line with their market price, which may be executed at any time up to 16 March 2012, in which case the shareholding of abertis in Brisa would increase from 14.61% to 15.02% (corresponding to 16.31% of the voting rights, bearing in mind the effect of Brisa’s treasury shares).1 “It is assumed that the investor exerts significant influence if it holds, directly or indirectly (e.g. throughsubsidiaries), 20 percent or more of the voting power at stake; unless it can be clearly demonstrated that suchinfluence does not exist. Conversely, it is presumed that the investor does not exercise significant influence if it holds,directly or indirectly (e.g. through subsidiaries), less than 20 percent of the voting power at stake, unless it can beclearly demonstrated that there is such influence. The existence of another investor, who owns a majority orsubstantial, not necessarily prevent it exerts significant influence”. 63
As indicated in Note 2.b.i, and in accordance with IAS 28, investments inentities are initially recorded at their cost. However, IAS 28 does notspecifically define how to determine the cost of associates acquired instages, or how to register the impact of the change in the classification ofan investment in equity instruments from available-for-sale financial assetwhich to an investment in an associate (recorded using the equity method).The change in the classification of the investment in Brisa from an available-for-sale financial asset to an investment in an associate has been recordedby considering that the cost of this shareholding in the associate acquired instages is the sum of the amounts paid in each acquisition (Euros 582,139thousand), plus the share in the profits after dividends and other equitymovements. The goodwill has been calculated in each acquisition based onthe cost and the share of the fair value of the net assets acquired on eachacquisition date and, as indicated Note 2.b.i, forms part of the value of theshareholding.Furthermore, the fall in value recorded under the heading "Reserves -investments available-for-sale" with regard to the investment previouslyclassified under this heading (Euros -359,086 thousand) has been reversedagainst the value of the investment so as to leave it valued at its cost(Euros 582,139 thousand), prior to its reclassification as an investment inan associate (see Note 9).The share in the profits after tax and other equity movements, also bearingin mind the corresponding impairment tests of the goodwill and the fairvalue of the acquired net assets on the date of each acquisition, which havebeen produced from the acquisition dates up to the date of the change tothe classification as associate, has been recorded under the heading"Retained earnings and other reserves" in the Groups consolidatedshareholders equity for a total amount of Euros -319,208 thousand (seeNotes 13). This negative impact has been essentially due to the impairmenttests on the goodwill and the fair value of the net assets acquired.The exchange differences generated in the year relate mainly toshareholdings in associates located in Mexico (investment of Mexican Pesos2,525,407 thousand at 31 December 2011 and Mexican Pesos 2,581,402thousand at 31 December 2010) and Puerto Rico (US Dollars 194,056thousand at 31 December 2011) as a consequence, respectively, of the fall inthe exchange rate of the Mexican peso and the rise of the US dollar. 64
The breakdown of the interests in associates accounted for by equityaccounting at 31 December is as follows: 2011 2010Eutelsat 1,105,646 1,068,826Brisa 262,931 - AMP / GAP 167,855 186,499Metropistas 148,853 - Autema 76,399 46,347A’lienor 48,553 66,175Hisdesat y other 31,789 28,380Coviandes 26,968 13,338RMG 10,888 10,125Aerocali 8,566 8,992Coninvial 4,161 1,085Torre Collserola 2,620 2,614Alis/Routalis 2,380 2,133SFB Fueling 799 567Cota 651 636Túnel del Cadí - 22,165PTY - 889Saba Italia (Parcheggi and other) - 2,188La Mercedes - 118Interests in associates 1,899,059 1,461,077 Note: See information on associates in Appendix III.The shares of Eutelsat are listed on the Paris Stock Exchange and theirquotation at the 2011 year end is Euros 30.15/share, and, accordingly, thefair value of the shareholding of abertis at that date in Eutelsat (31.35%)totals Euros 2,081 million (Euros 1,891 million at the 2010 year end atEuros 27.39/share).As indicated in Note 2.b.i, in the event that the Groups share in the lossesof an associate are equal to or greater than the financial value of itsshareholding, including any other unsecured outstanding accountsreceivable, additional losses will not be recognised unless obligations havebeen have or payments made in the name of the associate. This is the caseof the associates Irasa, Alazor and Ciralsa, whose value through equityaccounting at 31 December 2011 (as in 2010) is 0. 65
In all these cases, once the value of the investment has been reduced tozero, no additional losses relating to these associates have beenincorporated as no obligations have been incurred or payments made intheir name, and therefore no corresponding liability has been recorded (alsosee Note 21).The breakdown of the unrecognised additional losses attributable to abertisbased on the above is as follows: 31 December 2011 31 December 2010 Accumulated Accumulated losses from losses from Loss for the Loss for the prior years prior years year Total year Total Irasa 1,634 13,929 15,563 4,337 9,592 13,929 Alazor 10,740 4,976 15,716 3,280 1,696 4,976 (*) Ciralsa 4,537 8,356 12,893 4,196 - 4,196 16,911 27,261 44,172 11,813 11,288 23,101 (*) Accumulated losses from prior years at 31/12/11 includes Euros 4,160 thousand corresponding to transactions directly recorded in other comprehensive income.Similarly, it should be pointed out that an analysis has been carried out onthe recoverability of the credit granted to these associates, bearing in mindthe effect of the financial rebalancing measures established by theAdministration at the end of 2010 (see Note 11), which in none of the casesmake it possible to recover the financial shareholding and thereforeprovisions have been allocated for these holdings (equity accounting valueof 0). 66
The breakdown of the goodwills included in the investments of abertis inassociates at the date of acquisition is as follows: 2011 2010 Motorways Autema 27,861 27,861 Others 3,530 3,486 31,391 31,347 Telecommunications Eutelsat 628,255 628,255 Airports AMP / GAP 27,953 30,496 Aerocali 2,766 2,703 30,719 33,199 Goodwill 690,365 692,801 67
9. AVAILABLE-FOR-SALE FINANCIAL ASSETSThe movement in this entry during the year has been as follows: 2011 2010 At 1 January 474,997 1,342,010 Additions - 275 Disposals (113) (269) Application of the provision for impairment 22 - losses Variation of the provision for impairment losses (1,678) - Capital gains / losses for revaluations released to other comprehensive income (see Note 13) (234,359) (256,518) Transfers to disposable group assets held for sale (1,884) (612,325) Variation in scope (223,053) 91 Cumulative translation adjustment (355) 1,733 At 31 December 13,577 474,997The available-for-sale financial assets as at 31 December 2011 relatemainly to the value of the 14.77% share of the capital in the unlistedcompany Terminal Aérea de Santiago, S.A. for Euros 10,549 thousand(Euros 10,907 thousand as at 31 December 2010). At the 2010 balancesheet date they also included the stock market value of the 14.61% stake inBrisa (Euros 457,412 thousand), which at the 2011 balance sheet date hasbeen classified as a holding in an associate (see Note 8).The loss for the year for revaluations recorded in other comprehensiveincome fully correspond to the shares, which at 31 December 2011 andbefore taking significant influence, abertis holds in the listed company Brisa(Euros -171,870 thousand of fall in value at year end 2010), with thefinancial value of abertis’ holding in Brisa at that moment being Euros359,086 thousand lower than its cost value (in 2010 it was Euros 124,727thousand lower than its cost value).Finally, it should be pointed out that, as explained in Note 8, with effect asfrom 31 December 2011, the holding of 14.61% of the capital of Brisa hasbeen classified as an investment in an associate and is now recorded usingthe equity method. The impact of this change of classification is shown inthe heading of "variation in scope" for the net value between the removal ofits cost value (Euros 582,139 thousand) and the reversal of the recordedaccumulated loss for revaluations with an impact on other comprehensiveincome (Euros 359,086 thousand). 68
10. DERIVATIVE FINANCIAL INSTRUMENTSThe breakdown of the fair value of the derivative financial instruments atyear end is as follows: 2011 2010 Assets Liabilities Assets LiabilitiesInterest rate swaps: Cash flow hedges 27 75,069 - 148,109 Fair value hedges 28,501 - 32,272 - Not classified as hedges 485 2,250 862 -Cross currency and/or interest rate swaps in non-Euro currency: Cash flow hedges 733 39,577 714 48,790 Hedges of a net foreign investment 150,889 167,686 152,391 210,985 Fair value hedges 55,063 - 49,841 1,962Derivative financial instruments 235,698 284,582 236,080 409,846Interest rate swaps and cross currency interest rate swaps in non-Euro currency: Cash flow hedges 733 113,773 714 191,326 Hedges of a net foreign investment 150,889 166,343 152,391 210,985 Fair value hedges 83,564 - 82,113 -Non-current part 235,186 280,116 235,218 402,311Current part 512 4,466 862 7,535The Group has contracted interest rate swaps and cross currency interestrate swaps, in accordance with the financial risk management policyoutlined in Note 4. 69
The following tables show the derivative financial instruments existing at 31December classified by swap type, with their notional or contractual values,maturities and fair values:31 December 2011 Net fair Years Notional value 2012 2013 2014 2015 2016 value beyondInterest rate swaps: Cash flow hedges 1,850,135 268,531 1,090,148 25,000 18,210 - 448,246 (75,042) Fair value hedges 333,000 - 50,000 43,000 32,000 - 208,000 28,501 Not classified as hedges 1,254,750 885,750 337,000 32,000 - - - (1,765) 3,437,885 (48,306)Cross currency and/or interest rate swaps in non-Euro currency: Cash flow hedges 260,396 3,742 1,549 - 159,463 - 95,642 (38,844) Hedges of a net foreign 1,455,951 - 603,419 169,650 682,882 - - (16,797) investment Fair value hedges 400,551 - - 146,415 - 19,634 234,502 55,063 2,116,898 (578)31 December 2010 Net fair Years Notional value 2011 2012 2013 2014 2015 value beyondInterest 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 1,405,424 - - 603,419 119,123 682,882 - (58,594) investment Fair value hedges 519,118 122,516 - - 142,466 - 254,136 47,879 2,036,744 (58,791)a) Interest rate swapsThe notional principal amount of the interest rate swaps outstanding at 31December 2011 total Euros 3,437,885 thousand (Euros 5,018,261 thousandin 2010), and the fixed interest rates are between 1.55% and 4.97%(between 1.55% and 5.73% in 2010) with the Euribor as the main floatinginterest rate peg. 70
During the year the subsidiary hit has refinanced part of a floating ratesyndicated loan (loan modification), which through interest-rate swaps wastransformed into a fixed rate. This refinancing has led to the earlycancellation of these interest-rate swaps for a notional amount of Euros700,000 thousand. This early cancellation has led to a negative settlementfor Euros 50,120 thousand recorded in equity at the cancellation date andwhich will be amortised, impacting the income statement, based on theeffective interest rate method until maturity of said refinancing.b) Cross currency interest rate swaps in non-Euro currencyAt 31 December 2011 (as in 2010) abertis has various cross currencyinterest rate and foreign currency swaps of Pounds Sterling 476,000, whichcounter-value in Euros is 682,882 thousand, which are designated ashedges of net foreign investments in ACDL/TBI. The maturity of thederivative financial instrument is in 2015.Additionally, and as was the case in 2010, at 31 December 2011 abertishas hedges in Chilean Pesos totalling CP 428,871,370 thousand and acounter-value of Euros 469,377 thousand, arranged through various crosscurrency swap hedges maturing between 2013 and 2014. These financialinstruments are designated as hedges of net foreign investments indifferent 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 2011(as in 2010) it has two net foreign investment hedges. The first in order tohedge the risk of its investment in AMP/GAP in Mexican Pesos through across currency swap totalling Mexican Pesos 2,736,000 thousand. Thecounter-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 USDthrough a “cross currency swap” of USD 97,772 thousand, or Euros 69,787thousand, maturing in 2014. 71
On the other hand, the subsidiary company abertis finance has contractedderivative financial instruments (cross currency interest rate swaps) for anominal value of Euros 122,188 thousand (Euros 244,704 thousand in2010), whereby a bond issue in US dollars at a fixed interest rate istranslated into Euro-denominated debt with a floating interest rate peggedto the Euribor (fair value hedge). Furthermore, it has similar cross currencyswaps of Pounds Sterling 70,000 thousand and USD 46,513 thousand ashedges of a loan extended to ADCL and TBI, Ltd., respectively, for the sameamounts and maturities in 2014 in both cases qualifying also as fair valuehedges. Additionally, this company has contracted a fair value hedge for anominal amount of Euros 153,610 whereby a bond issue in Japanese Yen ata fixed interest rate is translated into Euro-denominated debt also at a fixedrate. Finally, it should be pointed out that this company in 2011 hascontracted derivative instruments which transform a floating rate debt ofUSD 195,000 thousand into a fixed-rate debt also in USD.Lastly, we should point out that at 31 December 2011 (as in 2010)Autopista Central, S.A. has a cross currency swap (maturing in 2026) inorder to eliminate the exchange rate risk related to the USD-denominatedbond issue totalling USD 123,750 thousand (USD 124,375 thousand in2010), taking into account the 50% stake of abertis in this multi-groupcompany. 72
11. TRADE AND OTHER RECEIVABLESThe breakdown of this entry at year end is as follows: 31 December 2011 31 December 2010 Non Non current Current Total current Current TotalTrade debtors - 469,894 469,894 - 497,925 497,925Bad debt provision (impairment) - (40,185) (40,185) - (43,779) (43,779)Trade debtors-net - 429,709 429,709 - 454,146 454,146Accounts receivable – companies accounted for by equity accounting: Accounts receivable - 3,541 3,541 - 3,791 3,791 Loans 145,115 372 145,487 152,013 6,967 158,980 Impairment provision (77,854) - (77,854) (35,296) - (35,296) 67,261 3,913 71,174 116,717 10,758 127,475Debtors for compensation from Public Administration 1,196,955 184,362 1,381,317 752,632 225,013 977,645Current tax assets - 121,913 121,913 - 80,644 80,644Other accounts receivable – related parts (see Notes 18 5,963 - 5,963 5,600 - 5,600 and 27)Other accounts receivables 86,961 193,492 280,453 96,784 178,575 275,359Trade and other receivables 1,357,140 933,389 2,290,529 971,733 949,136 1,920,869The debtor balances are shown at their amortised cost and there are nosignificant differences with respect to their nominal valueAs at year-end 31 December 2011, abertis does not hold any sovereigndebt among its financial assets.“Debtors for compensation from Public Administration” includes theoutstanding amounts refundable from the Administrations grantingconcessions related to various arrangements reached (rate rebates, free-transit, compensation and others). Some of these arrangements (or eventhe concession arrangements for some airports) have been recorded underIFRIC 12 as indicated in Note 3.d.ii as per the mixed or financial model.These debtor balances accrue interest to the Group once the agreedmaturity date expires. 73
These debtor balances with the corresponding public administration aresubject to review at each balance sheet date as part of the account auditsperformed by the granting body, and have been performed satisfactorily todate.The movement in the non-current debtor balances with publicadministrations is as follows: Debtors for compensation from Public Administration – non-current 2011 2010 At 1 January 752,632 566,274 Additions 176,673 169,344 Release to the consolidated income statement: - for economic compensation 125,279 98,333 - restatement/financial effect (see Note 20.d) 102,993 40,074 Transfers (see Notes 5 and 6) 89,018 (101,521) Utilisation for the year (39,365) (40,812) Others 1,224 (5,969) Cumulative translation adjustment (11,499) 26,909 At 31 December 1,196,955 752,632These agreements include: 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 arrangement estimates that the total value of the investment could reach up to Euros 500 million (at 31 December 2011 the net value of the investment made totals Euros 401,935 thousand, Euros 260,218 thousand at 31 December 2010). 74
Accordingly, the Arrangement states that the additional income that mayarise from the increased capacity of the motorway would be allocated torestoring the economic-financial balance altered by the actions laid downunder the Arrangement, which also sets out the procedure for calculatingthe economic compensation that the operator would receive if saideconomic-financial balance has not been restored when the concessionexpires.The receivable balance at 31 December 2011 totals Euros 760,888thousand (Euros 466,735 thousand at 31 December 2010), and theimpact on operating income for the year totals Euros 122,098 thousandwhile net financial income for the year totals Euros 30,338 thousand(Euros 90,980 thousand and Euros 13,697 thousand, respectively, in2010).The contents of Royal Decree 483/1995 entered into as an arrangement inJanuary 2010 between invicat and the Government of Catalonia, whichhas as an appendix a master collaboration Arrangement setting forth thegeneral conditions of modification and adaptation of the widening of thestretch of the C-32 motorway between Palafolls and the connection withprovincial road GI-600, together with other road improvements andmobility management linked to the motorway and its operations in theMaresme corridor. The total value earmarked for the investments is Euros96 million (at year-end 31 December 2011, the value of the investmentmade is Euros 20,794 thousand, the same as at year-end 2010).As was the case with the AP-7 motorway arrangement, the C-32motorway arrangement also stipulates that the additional income thatmay arise from the increased capacity of the motorway would beallocated to restoring the economic-financial balance altered by theactions laid down under the Arrangement, which also sets out theprocedure for calculating the economic compensation that the operatorwould receive if said economic-financial balance has not been restoredwhen the concession expires.The receivable balance at 31 December 2011 totals Euros 39,038thousand (Euros 29,399 thousand at 31 December 2010), and the impacton operating income for the year totals Euros 7,729 thousand while netfinancial income for the year totals Euros 1,910 thousand (Euros 7,353thousand and Euros 1,252 thousand, respectively, in 2010). 75
The content of Royal Decree 1467/2008, entered into on 29 August 2008between iberpistas and the Government which provide for the building ofa third lane in each direction in the stretch San Rafael - Villacastín and theperformance of the actions necessary for the infrastructure to meet currentlegislation with regards layout and safety. In order to carry out theseworks, the arrangement estimates that the total value of the investmentcould reach up to Euros 70 million (at 31 December 2011 the value of theinvestment made totals Euros 49,888 thousand, Euros 13,637 thousand at31 December 2010).As with other agreements, this agreement envisages that the additionalincome which may derive from the motorways greater capacity, as wellas the additional increase in the tariffs of 1.7% from 2009 to 2013 (with alimit of 5.5%), will be applied to re-establishing the economic-financialbalance altered by the actions contemplated therein. It also provides theprocedure for calculating the economic compensation to be received bythe Operator in the event that once the concession period has expired,said economic-financial balance has not been restored, with a limit ofEuros 75 million.The receivable balance at 31 December 2011 totals Euros 42,696thousand (Euros 14,533 thousand at 31 December 2010), and the impacton operating income for the year totals Euros -4.548 thousand while netfinancial income for the year totals Euros 810 thousand (Euros -3.193thousand and Euros 602 thousand, respectively, in 2010).The content of Royal Decree 971/2011 of 1 July, which amends certainterms of the administrative concession held by castellana (construction,conservation and operation of the stretches of the AP-6 motorwayconnection with Segovia (AP-61) and AP-6 motorway connection with Ávila(AP-51), as well as the conservation and operation, from 30 January 2018,of the AP-6 toll motorway stretch Villalba - Adanero), to offset the extracosts for additional works, as established in the 41st additional provision ofthe 2010 Budget Act 26/2009, of 23 December, through which theDirectorate-General of Roads has recognised additional works for themotorway construction project, which were not initially planned, for a valueof Euros 89,018 thousand. 76
This Royal Decree aims to re-balance the economic position of the concession affected by the additional works which have had to be undertaken. Therefore, bearing in mind the current situation of the concession, it is estimated that the most appropriate method is to extend the tariffs of the AP-6 motorway, regulated in the arrangements approved by Royal Decrees 315/2004, of 20 February, and 1467/2008, of 29 August, in both cases, as much as to offset the aforementioned extra costs as a result of the additional works for a total of Euros 89,018 thousand and the interest for the delay in the payment to re-establish the economic balance for this item, which total Euros 29,471 thousand (see Note 20.d).The breakdown of balances with associates is as follows: 2011 2010 Non current Current Total Non current Current TotalAusol - 2,290 2,290 - 3,044 3,044Metropistas - 386 386 - - -Cota - 236 236 - 228 228Eutelsat - 192 192 - 164 164Alazor - 59 59 - 107 107Ciralsa - 48 48 - 96 96Other holdings - 330 330 - 152 152Accounts receivable - 3,541 3,541 - 3,791 3,791Alis 42,968 - 42,968 41,387 - 41,387Irasa 35,296 - 35,296 35,296 - 35,296Ciralsa 23,875 - 23,875 22,711 - 22,711Alazor 18,683 - 18,683 32,765 - 32,765A’lienor 17,100 - 17,100 13,125 - 13,125RMG 7,193 - 7,193 6,229 - 6,229Coviandes - - - - 6,967 6,967Metropistas - 372 372 - - -Other holdings - - - 500 - 500Loans extended 145,115 372 145,487 152,013 6,967 158,980Impairment provisionIrasa (see Note 20.d) (35,296) - (35,296) (35,296) - (35,296)Ciralsa (see Note 20.d) (23,875) - (23,875) - - - Alazor (see Note 20.d) (18,683) - (18,683) - - - (77,854) - (77,854) (35,296) - (35,296)Total 67,261 3,913 71,174 116,717 10,758 127,475 77
As at year end 2010, the non-current debtor balance with Irasa, Alazor yCiralsa at 31 December 2011 relates mainly to the loans extended basicallyto finance the companies for the expropriation cost overruns.Given certain indications of impairment recorded in 2010 on the full amountof the loan with Irasa and the existence of certain indications of impairmenton the rest of these loans, on the 2011 balance sheet date, the Group hasassessed their recoverability and the capacity that these companies areexpected to have in facing the repayment of their debt, on the basis offuture cash flow projections taking into account as well the impact of thefinancing of these companies. To do this the company has considered thefinancial balancing measures established at the end of 2010 (basically tooffset the cost overruns in works and expropriations) established in thelegal provisions detailed in Note 11 of the 2010 consolidated annualaccounts.The impairment tests performed have revealed the maintenance of theimpairment recorded in 2010 for the full amount of the loan with Irasi, aswell as the existence on the balance sheet date of 2011 of impairment forthe full amount of the loan with Alazor and Ciralsa. The correspondingprovision for impairment has therefore been allocated as at 31 December2011.12. CASH AND CASH EQUIVALENTSThe breakdown of the cash balance and other equivalent assets at 31December has been as follows: 2011 2010Cash and banks 123,974 161,375Term deposits in credit institutions maturing in less 267,036 320,953than 3 monthsCash and cash equivalents 391,010 482,328At the 2011 year end the balance of this account relates mainly toHIT/Sanef (Euros 173 million against Euros 184 million in 2010), ACDL/TBI(Euros 35 million against Euros 43 million in 2010), abertis chile Group(Euros 67 million against Euros 87 million in 2010), Invin Group (Euros 38million against Euros 36 million in 2010) and Hispasat (Euros 32 millionagainst Euros 32 million in 2010). 78
13. NET EQUITYThe movement in consolidated net equity during the year has been asfollows: Reserves (b) Capital, share Retained premium and earnings Non- treasury and Other controlling shares Available- Cumulative reserves interests Hedge for-sale translation (a) Reserve investments adjustment Total (c) (d) Net EquityAt 1 January 2011 2,375,850 -124,341 12,746 56,281 -55,314 1,699,946 1,433,000 5,453,482Income (expenses)recorded in equity: Available-for-sale financial assets - - -371,832 - -371,832 - - -371,832 Cash flow hedge - 49,942 - - 49,942 -4,381 7,001 52,562 Cumulative translation adjustment - - - -48,560 -48,560 - -26,096 -74,656 Distribution of result - - - - - -645 -131 -776 Others - - - - - 57,013 -11,224 45,789Profit for the year - - - - - 720,094 74,417 794,511Complementarydividend 2010 - - - - - -221,711 -85,806 -307,517Extraordinary 2011interim dividend - - - - - -495,155 - -495,1552011 interim dividend - - - - - -232,797 -1,769 -234,566Return ofcontributions toshareholders -295,615 - - - - - - -295,615Treasury shares -152,358 - - - - - - -152,358Variation in scope - - 359,086 - 359,086 -319,208 -38,034 1,844At 31 December2011 1,927,877 -74,399 - 7,721 -66,678 1,203,156 1,351,358 4,415,713 Note: The income and expenses recognised in net equity are presented net of their tax impact. 79
Reserves (b) Capital, share Retained Non- premium and earnings Available- Cumulative controlling treasury Hedge and Other for-sale translation Total interests Net Equity shares Reserve reserves investments adjustment (c) (d) (a)At 1 January2010 2,373,733 -14,061 269,264 -105,99 149,213 1,476,722 1,334,421 5,334,089Income (expenses)recorded in equity: Available-for-sale financial assets - - -256,518 - -256,518 - - -256,518 Cash flow hedge - -110,280 - - -110,280 40,643 -3,382 -73,019 Cumulativetranslationadjustment - - - 162,271 162,271 - 61,287 223,558 Distribution ofresult - - - - - -15 -49 -64 Others - - - - - -46,154 6,340 -39,814Profit for the year - - - - - 661,615 81,734 743,349Complementarydividend 2009 - - - - - -211,154 -68,418 -279,5722010 interimdividend - - - - - -221,711 - -221,711Treasury shares 2,117 - - - - - - 2,117Variation in scope - - - - - - -1,719 -1,719Increase /(decrease) in capital - - - - - - 22,786 22,786At 31 December2010 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. 80
a) Capital, share premium and treasury sharesThe amount and movement in this account during the year has been asfollows: Share Share Treasury capital premium shares Total At 1 January 2011 2,217,113 417,733 (258,996) 2,375,850 Return of contributions - (295,615) - (295,615) Net change in treasury shares - - (152,358) (152,358) Increases / (decreases) 110,856 (110,856) - - At 31 December 2011 2,327,969 11,262 (411,354) 1,927,877 Share Share Treasury capital premium 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) 2,375,850At 31 December 2011, the share capital of abertis was made up of775,989,672 shares, grouped into a single class and series, with a nominalvalue of Euros 3 per share, fully subscribed and paid up.On 21 June 2011, the Annual Shareholders’ Meeting of abertis approved abonus share issue to be charged against the Share Premium Reserve, whichincluded, amongst others, the amount relating to the Revaluation Reservesof companies involved in takeover mergers carried out in prior years in theproportion of one new share for every 20 shares, representing a sum ofEuros 110,856 thousand (36,951,889 ordinary shares). The movementrecorded in the number of abertis shares during the year has been asfollows: Number of Ordinary Shares 2011 2010 At 1 January 739,037,783 703,845,508 Bonus share issue 36,951,889 35,192,275 At 31 December 775,989,672 739,037,783The aforementioned bonus share issue was made effective in the thirdquarter of 2011, after payment of the dividends detailed in section c) of thisNote and, therefore, did not have the right to the dividend payment. 81
In addition, on 21 June 2011, the Annual Shareholders Meeting agreedpayment of an extraordinary dividend charged to the Share PremiumReserve of Euros 0.40 per share as a return of contributions to equityholders for an amount of Euros 295,615 thousand.All the shares of abertis are listed on the stock exchanges of Barcelona,Bilbao, Madrid and Valencia, being traded on the Spanish electronic tradingsystem. 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 theinformation available, at 31 December 2011, the most significantshareholdings are as follows: Caja de Ahorros y Pensiones de Barcelona “la Caixa” (1) 27.41% Joint share of Trebol Holding S.a.r.L / ACS, Actividades de 25.83% Construction y Servicios, S.A.(2) 53.24% (1) With the reorganisation of the “la Caixa” Group, the indirect shareholdings with the company Criteria CaixaHolding, S.A.U. is 19.66% and through the company Inversiones de Autopistas, S.L. the indirect shareholding is 7.75%. (2) Joint share of Trebol Holding S.a.r.L and ACS, Actividades de Construcción y Servicios, S.A., through the 15.55% stake held by Trebol International B.V. (99% owned by Trebol Holding S.a.r.L and 1% owned by the ACS Group) and of the 10.28% held by Admirabilia, S.L. (99% owned by the ACS Group and 1% owned by the company Trebol International, B.V.). 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 27April 2010 to increase share capital, through one or more capital issuesthough cash contributions, up to a maximum amount of Euros 1,108,557thousand, during the period up to 27 April 2015. This power remains fullyoperative.Under the powers delegated by the Annual Shareholders Meeting, in 2011abertis has purchased, disposed of and given to employees treasury shares(in 2010 it only gave treasury shares to employees). 82
The movement recorded in the treasury shares portfolio during 2011 hasbeen as follows: Acquisition / Sale cost Number Par value At 1 January 2011 14,551,098 43,653 258,996 Bonus share issue (1) 877,451 2,632 - Sale / Giving (1,930,483) (5,791) (28,768) Purchases 16,387,222 49,162 181,126 At 31 December 2011 29,885,288 89,656 411,354 (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 21 June 2011. Acquisition / Sale cost Number Par value At 1 January 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.The use of these Treasury shares has not been decided and will depend onthe resolutions which the Groups governing bodies may take in the future.b) Reservesi) Hedge reserveCorresponds to the reserve generated by the effective portion of changes inthe fair value of the derivative financial instruments designated andclassified as cash flow hedges and/or net investments abroad, for fully orproportionally consolidated companies. 83
ii) Available-for-sale investmentsCorresponds to the unrealised gains and losses that arise from changes inthe fair value of investments classified as available-for-sale. The movementin this account in 2011, as well as the changes in the scope, are explainedin Notes 8 and 9.iii) Cumulative translation adjustmentThe breakdown of this entry at 31 December has been as follows: 2011 2010 (*) Invin Group (Chilean Peso) 127,298 162,932 (**) Abertis chile Group (Chilean Peso) 11,748 22,636 MBJ (USD) 13,794 11,165 ACDL Group (GBP) (116,295) (131,337) Codad (Colombian Peso) (9,489) (10,947) APR (USD) (7,339) (5,194) Other subsidiary companies (4,960) (559) Group 14,757 48,696 AMP/GAP (Mexican Peso) (11,987) 3,616 Coviandes (Colombian Peso) 5,014 4,224 Other subsidiary companies (63) (255) Associates (7,036) 7,585 7,721 56,281 (*) Relating mainly to Autopista Central (Euros 101,790 thousand in 2011 and Euros 130,843 thousand in 2010). (**) They mainly correspond to abertis chile (Euros 6,521 thousand in 2011 and Euros 12,721 thousand in 2010) and Elqui (Euros 3,737 thousand in 2011 and Euros 10,087 thousand in 2010).The evolution of the translation differences in 2011 is mainly due to the riseat the balance sheet date of the pound sterling and the fall at the balancesheet date of the Chilean peso and the Mexican peso (in 2010 due to a riseat the balance sheet date of the pound sterling and the Chilean peso). 84
c) Retained earnings and other reservesThe breakdown and movement in this account at 31 December is as follows: 31 December 2011 etraord. 31 Distribution January Net income Interim interim Variation in December of result Net income 2011 for the dividend dividend scope Others 2011 for the year Legal reserve 461,733 - - - - - - - 461,733 Retained earnings (excluding net income for the year) 798,309 (645) 218,193 - - - (319,208) 52,632 749,281 Net income for 661,615 - (661,615) 720,094 - - - - 720,094 the year Interim dividend (221,711) - 221,711 - (232,797) (495,155) - - (727,952) 1,699,946 (645) (221,711) 720,094 (232,797) (495,155) (319,208) 52,632 1,203,156 31 December 2010 31 Distribution January 2010 Net income Interim December of result Net income for the dividend Others 2010 for the year 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) 1,699,946On 21 June 2011, the Annual Shareholders Meeting of abertis approvedpayment of the following dividends: Payment of a supplementary dividend for 2010 of Euros 0.30 gross per share, which represents Euros 221,711 thousand (Euros 211,154 thousand at 31 December 2010, corresponding to a supplementary dividend for 2009 also of Euro 0.30 gross per share). Within the framework of the reorganisation of the car parks and logistics facilities businesses explained in Note 26.b, the payment of an extraordinary interim dividend for the 2011 results of Euro 0.67 per share, which represents Euros 495,155 thousand. The shareholders of abertis could choose to receive it i) in cash or ii) in shares of Saba Infraestructuras, S.A. at a rate of 1 share of this company (valued at Euros 0.54 per share) plus an additional cash amount of Euro 0.13 per share for each 1 share of abertis. 85
i) Legal reserveIn accordance with the Spanish Corporate Enterprises Act, 10% of theannual profits must be allocated to the legal reserve until this reservereaches at least 20% of the capital. The legal reserve cannot be distributedto shareholders unless the Company is wound up.The legal reserve can be used to increase capital in the part of the balancethat exceeds 10% of the capital already increased.Apart from the purpose mentioned above, provided that this reserve doesnot exceed 20% of share capital, it can only be used to offset losses whenthere are no other reserves available for this purpose.ii) Retained earnings (excluding net income for the year) and otherreservesThis account includes the “goodwill reserve”, which, as from 2008, andunder current corporate legislation in force (art. 273 of the SpanishCorporate Enterprises Act), must be set up by the Spanish companies in theabertis Group. These companies must make appropriations to a non-distributable reserve equivalent to the goodwill stated under assets thatamounts to at least 5% of the goodwill. If these earnings do not exist orwere insufficient, freely distributable reserves must be used. As long as thegoodwill is maintained, this reserve will not be available for distribution.At 31 December 2011, the goodwill reserve of abertis totals Euros 72thousand (Euros 30,870 thousand at year end 31 December 2010). Thechange in the year is due to the corporate reorganisation carried out inDecember 2011 (with no impact on the consolidated annual accounts)detailed in Note 2.b.vii, because of which the goodwill which AbertisInfraestructuras, S.A. had recorded in its assets following the takeovermerger of iberpistas in 2004 has been de-registered. Therefore, theallocations to this reserve made up to the time of the aforementionedreorganisation, totalling Euros 46,233 thousand, have been transferred tovoluntary reserves.Similarly, at the 2011 year-end, the companies of the abertis Groupsubject to the aforementioned requirement, have proposed thecorresponding allocation in the distribution of the profit for the year, basedon the provisions in the aforementioned article. 86
Furthermore, at the year-end of 31 December 2011, this heading includesthe impact recorded in equity of Euros -319,208 thousand arising from theclassification at year end of the 14.61% stake in the capital of Brisa as aninvestment in an associate, and now recorded using the equity method (seeNotes 8 and 9).In addition, it is important to point out the positive impact on the reservesin 2011 of Euros 26,408 thousand resulting from the dividends paidcorresponding to treasury shares.iii) Net income for the yearThe contribution from each company in the consolidation scope toconsolidated net income is set out, with the non-controlling interests beingshown separately: Subsidiary / multi-group companies Consolidated net Net income Consolidated income attributable to income for the attributable to non-controlling year parent company Subsidiary / multi-group companies interests Acesa 290,895 - 290,895 Sanef 213,838 (95,967) 117,871 Aumar 83,481 - 83,481 Retevisión 55,361 - 55,361 Sapn 41,107 (19,512) 21,595 Invicat 36,509 - 36,509 Aucat 32,544 - 32,544 Abertis Portugal SGPS 26,465 - 26,465 Elqui 22,995 - 22,995 Hispasat 17,294 (437) 16,857 London Luton Airport Group 15,662 (1,566) 14,096 Codad 12,327 (1,848) 10,479 Iberpistas 9,560 - 9,560 TBI US Operations Inc 7,343 (754) 6,589 GCO 6,502 (3,342) 3,160 Castellana 6,425 - 6,425 Tradia 5,983 - 5,983 Rutas del Pacífico 5,237 (1,097) 4,140 Overon 5,203 - 5,203 TBI Overseas Holding 4,928 (493) 4,435 Belfast International Airport 3,808 (381) 3,427 Abertis Autopistas España 3,779 - 3,779 MBJ 3,650 (930) 2,720 Trados45 2,892 - 2,892 Operadora del Pacífico 2,564 (542) 2,022 Bet Eire Flow 2,467 (1,171) 1,296 Hit Finance 2,307 (1,095) 1,212 Eurotoll 2,245 (1,065) 1,180 Serviabertis 2,014 - 2,014 APR 1,641 - 1,641 Gesa 1,297 - 1,297 DCA 1,259 - 1,259 87
Consolidated net Net income Consolidated income attributable to income for the attributable to non-controlling year parent companySubsidiary / multi-group companies interestsTBI Airport Management 1,078 (108) 970Acesa Italia 748 - 748Sanef Aquitane 748 (355) 393Orlando S. Domestic 745 (75) 670Avasa 691 - 691Abertis Motorway UK Ltd. 664 - 664Adesal 583 - 583Stockholm Skavsta 535 (53) 482Sea 14 348 (165) 183Abertis Finance 293 - 293Santoll 180 (85) 95Overon US 53 (13) 40 Abertis USA 50 - 50ACDL 48 (5) 43Ladecon 34 (15) 19TBI Aviation 1 - 1Gicsa (4) - (4)Rutas II (8) 1 (7)Sanef Doo (14) 7 (7)TBI Real State Holding (32) 3 (29)Slovtoll (104) 49 (55)Sanef Tolling (205) 113 (92)Areamed (718) - (718)TBI (871) 87 (784)Orlando S. International (910) 91 (819)TBI Airport Holdings (1,310) 131 (1,179)Cardiff International Airport (1,543) 154 (1,389)TBI US Holding (1,608) 161 (1,447)Invin (1,769) 748 (1,021)Aulesa (1,821) - (1,821)Inversiones Nocedal (2,234) 945 (1,289)Abertis Autopistas Chile (2,921) - (2,921)Abertis Chile (7,398) - (7,398)Abertis Airports (10,378) - (10,378)Autopista Central (23,371) 9,886 (13,485)Abertis Telecom (46,869) - (46,869)abertis (86,208) - (86,208)HIT (95,216) 45,180 (50,036)Group net income continuing operations 650,869 (73,518) 577,351Group net income discontinued operations 19,456 (899) 18,557Net income for the Group 670,325 (74,417) 595,908 88
Consolidated net Net income Consolidated income attributable to income for the attributable to non-controlling year parent company Associates interests Eutelsat 88,755 - 88,755 Coviandes 23,906 - 23,906 Autema 8,303 - 8,303 Coninvial 6,410 - 6,410 Hisdesat y other 3,230 - 3,230 Túnel del Cadí (*) 2,997 - 2,997 AMP / GAP 2,133 - 2,133 (*) PTY 707 - 707 Routalis 415 - 415 Aerocali 337 - 337 SFB Fueling 200 - 200 RMG 175 - 175 Cota 16 - 16 Torre Collserola 6 - 6 Metropistas (1,045) - (1,045) A’lienor (12,003) - (12,003) Net income associates continuing operations 124,542 - 124,542 Net income associates discontinued operations (356) - (356) Net income associates 124,186 - 124,186 Net income for the year from discontinued operations 775,411 (73,518) 701,893 Net income for the year from discontinued operations 19,100 (899) 18,201 Net income for the year 794,511 (74,417) 720,094 (*) Contribution to the abertis consolidation of companies consolidated by equity accounting until 31 December 2011, the date on which they were disposed of.d) Non-controlling interestsNon-controlling interests relate mainly to Holding d’Infrastructures deTransport S.A.S (HIT), 52.55% owned by abertis (Euros 877 million in 2011and Euros 886 million in 2010), and to Inversora de Infraestructuras, S.L(INVIN) 57.70% owned by abertis (Euros 358 million in 2011 and Euros398 million in 2010). 89
The final dividend for 2010 relates mainly to the payment made for thisitem by Holding d’Infrastructures de Transport S.A.S (HIT) to the rest of itsshareholders.The change in scope in 2011 is due to the impact of Abertis Infraestructuras,S.A. selling the 78.06% stake which it held in Saba Infraestructuras, S.A.,following the payment of an interim dividend for the 2011 net income of Euro0.67 per share optionally exchangeable for shares of Saba Infraestructuras,S.A. (see Note 26) which involved recognising a non-controlling interest of21.94% in Saba Infraestructuras, S.A.e) Interim dividend and proposed dividendsThe determination of the distribution of dividends is made on the basis ofthe parent company accounts of Abertis Infraestructuras, S.A., under themercantile legislation in force in Spain.The dividends to be distributed to shareholders are recorded as liabilities inthe consolidated annual accounts as soon as the dividends are approved bythe Annual Shareholders’ Meeting (or by the Board of Directors in the caseof interim dividends) until their payment.In 2011 an interim dividend totalling Euros 232,797 thousand was paid,equivalent to Euros 0.30 gross per share, payable on all the shares thatmake up the share capital of Abertis Infraestructuras, S.A (Euros 221,711thousand at year end 2010, also Euros 0.30 gross per share).In addition, as indicated in section c) of this Note, in the framework of thereorganisation of the car parks and logistics facilities businesses detailed inNote 26.b, abertis has paid an extraordinary interim dividend of Euros495,155 thousand, which represents Euros 0.67 gross per share. The following provisional accounting statement was prepared by AbertisInfraestructuras, S.A., in accordance with the legal requirements,demonstrating that there was sufficient profit for the payment of theaforementioned interim dividends and justifying the existence of sufficientliquidity to make the payment: 90
Provisional statement prepared on 21 June 2011 forthe payment of the extraordinary interim dividendNet income for the period from 1 January to 31 May 2011 565,761Less: Goodwill reserves (15,435)Maximum amount available for distribution 550,326Amount proposed and distributed 495,155Liquidity available prior to payment (*) 1,530,202Gross amount of interim dividend (495,155)Liquidity available after payment 1,035,047(*) Includes the bank credit facilities not drawn down,Provisional statement prepared on 25 October 2011for the payment of the interim dividendNet income for the period from 1 January to 30 794,417September 2011Less: Legal reserve (3,860) Goodwill reserves (15,435) Interim dividend already paid (495,155)Maximum amount available for distribution 279,967Amount proposed and distributed 232,797Liquidity available prior to payment (*) 1,132,166Gross amount of interim dividend (232,797)Liquidity available after payment 899,369(*) Includes the bank credit facilities not drawn down. 91
The Directors of Abertis Infraestructuras, S.A. will also submit the followingproposed distribution of the 2011 net income of abertis to theShareholders’ Meeting for approval: Available for distribution (Profit and loss) 3,048,088 Distribution: Dividends 1,007,308 Legal reserve 3,860 Goodwill reserve (see Note 13.c.ii) 24 Voluntary reserves 2,036,896 3,048,088In the event that on the dividend distribution date abertis were to holdshares without dividend rights, the corresponding amount would betransferred to voluntary reserves.f) Earnings per sharei) BasicAs shown below, the basic earnings per share are calculated by dividing netincome for the year attributable to the equity holders of abertis by theweighted average number of shares in circulation during the year, excludingthe average number of treasury shares held by the Group, and taking intoaccount that the impact of the bonus share issue in the proportion of oneshare for every 20 old shares, adopted by the General Meeting ofShareholders of 21 June 2011, would have occurred at the beginning ofthe year adjusting its effect retroactively for the periods presented. 2011 2010 Ongoing Discontinued Ongoing Discontinued operations operations Total operations operations TotalNet income attributable to equity holders 701,893 18,201 720,094 627,876 33,739 661,615Weighted average number of ordinary shares in circulation 757,540 757,540 757,540 760,533 760,533 760,533 (thousand)Basic earnings per share (€/share) 0,93 0,02 0,95 0,83 0,04 0,87Diluted earnings per share (€/share) 0,93 0,02 0,95 0,83 0,04 0,87 92
The average number of ordinary shares in circulation slightly fell in 2011since there was an increase in the number of treasury shares as aconsequence of the gradual buybacks carried out in the second half of theyear (as mentioned above, the impact of the bonus share issue in theproportion of one share for every 20 old shares, adopted by the GeneralMeeting of Shareholders of 21 June 2011, was taken into account at thebeginning of the year adjusting its effect retroactively for the previousyear).ii) DilutedDiluted earnings per share are determined using the calculation describedabove, the effect of taking into account the conversion of all the potentialdilutive shares (share options) as if they were ordinary shares of abertis.Thus, it is estimated that the conversion of the shares occurs at thebeginning of the year, or, if circulated during the same year, at their date ofissue.In 2011 (as in 2010) abertis maintains potential dilutive shares in the formof share options, although their impact on the average weighted number ofshares in circulation is not significant, and, accordingly, diluted earnings pershare do not differ from the basic earnings per share. 93
14. BORROWINGSBorrowings break down as follows: 2011 2010 Non current Loans from credit institutions 6,121,806 7,721,032 Bonds and other loans 7,330,270 6,517,336 13,452,076 14,238,368 Loans from companies consolidated by equity accounting 10,284 9,413 Non current borrowings 13,462,360 14,247,781 Current Loans from credit institutions 779,069 754,950 Bonds and other loans 41,377 140,207 820,446 895,157 Loans from companies consolidated by equity accounting 461 1,034 Interest on loans and bonds 262,402 231,982 Current borrowings 1,083,309 1,128,173 Borrowings 14,545,669 15,375,954Non-current payable balances with companies consolidated by equityaccounting at the year end 31 December 2011 (as in 2010) are mainly withRoad Management Group (RMG).At 31 December 2011 of total borrowings, Euros 6,365,278 thousand (Euros6,540,417 thousand in 2010) relate to HIT/Sanef, of which, Euros6,064,746 thousand is non-current borrowings (Euros 6,038,296 thousandin 2010). 94
Various financing transactions have been carried out during the year thathave meant new funds for the Group totalling Euros 1,385,603 thousand, tomeet some of the maturity of the debt in 2011 (cancelling debt totallingEuros 1,935,613 thousand) and improving Group liquidity, thus reinforcingits financial position. Amongst these of special note is the refinancing (debtmodification) carried out by hit for Euros 750 million, as well as the debtpayback with the treasury from the sale of Atlantia for Euros 625,558thousand and the car parks and logistics facilities businesses for Euros311,521 thousand.Considering the Groups treasury position as indicated in Note 12, netborrowings (excluding payables with companies consolidated by equityaccounting and interest on loans and bonds) fell Euros 769,685 thousand,down to Euros 13,881,512 thousand. This reduction in the Groupsborrowings is mainly due to the impact of the aforementioned sale ofAtlantia (which allowed the early payback of a syndicated loan of Euros515,000 thousand, as well as part of the Euros 183,221 thousandcorresponding to credit lines which Abertis Infraestructuras, S.A. had drawndown at the 2010 balance sheet date), the impact of the sale of the carparks and logistics facilities businesses indicated in Note 26.b, the positivefree cash flow after investments and ordinary dividends paid generated inthe year and the impact of the exchange rate in the debt of Groupcompanies (higher measurement of Euros 57,200 thousand, mainly inChilean companies), offsetting the payment of the extraordinary dividendcarried out in the year, as well as the return of contributions toshareholders and other effects.Set out below is the maturity of the non-current borrowings matched totheir outstanding terms at the balance sheet date until the date of maturityas stipulated in the respective loan arrangements. Thus, the amount shownbelow relates to the cash flows stipulated by contract, which differ from thecarrying amount of the borrowings due to the effect of applying IFRScriteria set down in IAS-39 on borrowings: 2011 2010 Between 1 and 2 years 1,827,267 1,523,400 Between 2 and 3 years 1,120,116 2,574,347 Between 3 and 4 years 853,464 1,124,359 Between 4 and 5 years 1,640,492 793,230 More than 5 years 7,922,424 8,325,123 Non-current borrowings 13,363,763 14,340,459 Current borrowings 781,922 640,980 Total borrowings 14,145,685 14,981,439 95
Of the Euros 14,145,685 thousand, Euros 8,020,471 thousand (57%) relateto the borrowings of subsidiary and multi-group companies without recourseto Abertis Infraestructuras, S.A. (Euros 8,462,595 thousand in 2010, in thiscase 56%).Furthermore, the accrual and settlement of interest on the loans mentionedabove will be made on the basis of the specific conditions and maturities,and it is estimated that for 2012 an interest payment based on borrowingsat the year end at 31 December 2011 totals approximately Euros 708million (Euros 679 million estimated at the 2010 year end for 2011).Group borrowings (without taking into account the currency swapsmentioned in Note 10) are denominated in the following currencies: 2011 2010 Euro 12,526,605 13,149,104 Chilean Peso 694,249 904,564 US Dollar 655,278 618,434 Yen 177,670 184,077 Pound Sterling 83,802 58,089 Other currencies 8,081 67,171 Borrowings 14,145,685 14,981,439As mentioned in Note 10, a large part of borrowings in US Dollars and allthe borrowings in Yen are translated into Euros through financialderivatives.The average weighted interest rate for 2011 on bond debt issued by creditinstitutions has been 4.65% (4.53% in 2010), and there have been nosignificant fluctuations between currencies.At the close of 31 December 2011, 84% (84% also in 2010) of borrowingswere fixed interest or fixed through hedges, and, accordingly, possiblefluctuations in interest rates that could significantly impact theseconsolidated annual accounts are not expected. 96
Thus, the estimated sensitivity of the consolidated income statementresulting from the variation in interest rates on floating debt taking intoaccount the effect of a 50bp variation, would be as follows: 2011 2010 Borrowings in Borrowings in(million) Euros Pounds Total Euros Pounds TotalVariation of 50pb: Gross effect before tax 9.7 1.8 11.5 10.0 2.3 12.3 Net effect after tax 6.8 1.2 8.0 7.0 1.6 8.6Additionally, in relation to the sensitivity of fluctuations in interest rates onderivative transactions, we should point out that in aggregate terms thesensitivity of all the operations as a whole in derivatives broken down at 31December 2011, with a variation in the interest rate curve for the EUR,USD, MXN, YEN, CLP and GBP of 50 basis points, all other variablesremaining constant, the fair value of the derivative transactions as a wholewould vary by Euros 5.8 million (Euros 9.0 million in 2010), and the netimpact on equity would total Euros 9.2 million and Euros 0.143 million onearnings after tax (Euros 19.4 million in net equity and Euros 0.001 millionin 2010 earnings after tax).The carrying value and fair value of the non current bonds and borrowingsat the close of the year has been as follows: 2011 2010 Carrying value Fair value Carrying value Fair value Loans from credit institutions 6,121,806 6,517,038 7,721,032 7,963,039 Bonds 7,330,270 7,522,605 6,517,336 6,448,142 13,452,076 14,039,643 14,238,368 14,411,181The carrying value of current borrowings is similar to their fair value. 97
The Group has the following undrawn credit facilities and loans: 2011 2010 Floating rate: Maturing in less than one year 421,585 557,348 Maturing in more than one year 1,497,773 702,108 Undrawn credit facilities 1,919,358 1,259,456The undrawn credit facilities relate primarily to a credit facility contracted byabertis at 31 December 2011 to meet treasury needs.Finally, we should point out that in relation to the main financing contractsin force at the 2011 year end, there are no (as was also the case in 2010)pignorated financial assets relevant to these consolidated annual accountsguaranteeing liabilities or contingent liabilities. Consequently, there are nocommitments or clauses related to the financing arrangements which at theyear end of these consolidated annual accounts have made liabilitiesimmediately due and payable to the lender.15. DEFERRED INCOMEThe movement recorded during the year has been as follows: 2011 2010 At 1 January 47,226 156,400 Variation in scope and business combinations - 6,031 Additions 2,415 811 Disposals (3,054) (5,586) (*) Transfers - (111,313) Transfers to disposable group liabilities held for sale (17,689) - Cumulative translation adjustment (157) 883 At 31 December 28,741 47,226 (*) In 2010 as a result of the impact of the modification in that year in the application of the mixed model under IFRIC12 in the operator elqui, with effects in the presentation of the deferred income and debtor balances and with no significant effect on equity. 98
At year end 31 December 2011, deferred income mainly includes: Compensation to aumar from the Public Administration for works carried out in Sagunto, for Euros 10,363 thousand (Euros 11,611 thousand in 2010). This is charged to results over the life of the concession (until 2019). Revenue received by acesa for assignment of the use of fibre optic conduits for Euros 4,872 thousand (Euros 5,359 thousand in 2010) which are taken to profit and loss on a straight-line basis up to the end of the concession in 2021 (time period of the assignment). Revenue received by the subgroup ACDL for grants collected by Skavsta and from sums received from operators of shops in Luton airport for the minimum guaranteed revenue in the coming years for Euros 4,261 thousand (Euros 2,490 thousand in 2010), which are taken to profit and loss over five years.16. TRADE AND OTHER PAYABLESThe breakdown of this account entry at 31 December has been as follows: 2011 2010 Trade creditors 405,827 517,837 Amounts owing to related parties 14,008 16,962 Outstanding remuneration 110,839 87,460 Other payables 10,805 11,583 Trade and other payables 541,479 633,842Group companies with tax residence in Spain have changed their terms ofpayment in order to come into line with the provisions of Additional ProvisionThree of the “Duty of Information” Act, Law 15/2010/5 July. In accordancewith the provisions of the aforementioned Act, information relating to thepayments made and outstanding payments on the balance sheet date aregiven below: 99
2011 2010 Within the legal payment period (85 days in 2011 261,107 221,556 and 2010) Outside legal payment period 8,894 87,423 Payments for the year 270,001 308,979 Average Payment Period (No. Of days) of the exceeded payments (*) 14 16 Balance of outstanding payments to suppliers 3,034 12,303 delayed beyond the legal period Balance of outstanding payments to suppliers (**) 115,561 204,318 (*) Average number of exceeded days of the payments to suppliers made outside the legal payment period. (**) Of these, those affected by the aforementioned 3rd Additional Provision of the "Duty of Information" Act 15/2010, of 5 July, totalled Euros 31,045 thousand in 2011 and Euros 49,274 thousand in 2010.The balance of outstanding payments to suppliers delayed beyond the legalpayment period is mainly due to certain specific deviations in thetelecommunications business.17. CORPORATE INCOME TAXa) Fiscal informationabertis pays tax on a consolidated basis, as parent company of the taxGroup, which includes all subsidiary companies in which it holds at least75% and with tax residence in Spain. The Group subsidiary companies withtax residence in the United Kingdom and France pay tax on a combinedbasis as applied there. The other companies included in the consolidationscope are taxed individually.At 31 December 2011, the Group has all the taxes applicable to it and forwhich the statute of limitations has not expired open to inspection. Inaddition, the Spanish tax Group has general inspection proceedings openwith regard to Corporate Income Tax for the years 2006 to 2009 and, withregards VAT and Personal Income Tax for financial years 2007 to 2009.However, abertis believes that no significant effects on equity will arisefrom the aforementioned inspections or the differences in interpretingcurrent tax legislation with regards the other financial years endingverification. 100
Accordingly, at year end 31 December 2011, the Tax Authorities haveraised tax assessments against abertis based on audits made mainly forCorporate income tax and in particular in relation to export deductions inthe 2001 and 2002 corporate income tax return. These assessments haveall been signed in disagreement and have been appealed and are pendingthe decision of the respective competent jurisdictional bodies. The amountof these inspections, for which a full provision has been allocated, totalEuros 3 million at 31 December 2011.In 2011 abertis paid in full the amount arising from the partial inspectionon export deductions applied to Corporate Income Tax in 2000, whichamounted to Euros 28 million. This did not have an impact on theconsolidated income statement for the year as a provision had already beenallocated for this amount in the consolidated annual accounts of previousyears (see Note 19).It should also be pointed out that in 2008 the tax authorities initiatedinspection proceedings against abertis as successor of the company AureaConcesiones de Infraestructuras, S.A., signed in disagreement, for theimproper application in 2002 of the "Asset Revaluation Reserve RDL 7/96”.The amount of the aforementioned proceedings totals Euros 60 millionaffluent December 2011 and has been appealed against in thecorresponding Courts. At 31 December 2011, no provision has beenallocated in this matter (as in 2010), as it is understood that there are solidarguments to defend the unlawful nature of the regularisations made by theTax Inspectors and that these will be approved by the competent legalbodies.b) Corporate income tax expenseThe general Corporate Tax rate applicable in 2011 is 30.00% in Spain (nochange in the year), 26.00% in the United Kingdom (28% in 2010), 36.10%in France (34.43% in 2010) and 20% in Chile (17% in 2010). 101
The reconciliation of the theoretical tax and the tax expense recorded in theconsolidated income statement for the year is as follows: (*) 2011 2010 Profit before tax 1,025,039 932,811 (**) Theoretical tax 307,512 279,843 Non taxable income (10,598) (7,413) Expenses not deductible for tax purposes 2,414 (397) Use of tax losses and tax credits (12,657) (16,495) Tax reform in UK and Chile (10,754) (3,706) Other tax effects (26,289) (28,631) Tax expense 249,628 223,201 (*) Reconciliation of the 2010 corporate income tax expense considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26. (**) 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 (forfully consolidated or proportionally consolidated companies): (*) 2011 2010 Current tax 236,907 262,770 Deferred tax: Tax reform in UK, France and Chile (10,754) (3,706) Other variations in deferred tax 10,343 (27,670) Others 13,132 (8,193) Tax expense 249,628 223,201 (*) Composition of the 2010 corporate income tax expense considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.As a consequence of the reduction in the general Corporate Tax rate in theUK from 27% to 26% as from 1 April 2011 and that already approved from26% to 25% as from 1 April 2012, the Groups companies with taxresidence in the UK have recorded a lower tax expense accrued in the yearfor an amount of Euros 11,031 thousand as a result of the reduction indeferred tax liabilities (in 2010 they also recorded a lower expense foraccrued tax in the year for an amount of Euros 5,862 thousand due to thereduction in deferred tax liabilities, a consequence of the reduction in thegeneral Corporate Tax rate from 28% to 27% as from 1 January 2011). 102
It should also be pointed out that in 2010, companies with tax residence inChile recorded a higher tax expense for the year totalling Euros 2,156thousand due to the increase in the deferred tax liabilities that are expectedto be reverted in 2011 and 2012, as a result of change in the generalcorporate income tax rate in these years (17% to 20% in 2011 and in 2012from 20% to 18.5%).c) Deferred taxesThe balance of the recognised deferred assets and liabilities and theirmovements during the year have been as follows: 2011 2010 Deferred tax Deferred tax Deferred tax Deferred tax asset liability asset liabilityAt 1 January 798,485 (1,773,729) 726,992 (1,740,019)Charges/(credits) to incomestatement (*) (35,151) 35,924 13,603 18,106Charges/(credits) for inclusion in consolidation scope and business combinations - - 5,136 (17,566)Charges / (credits) to net equity (21,636) 227 18,846 20,334Transfers - - 5,051 (5,051)Cumulative translation adjustment (7,674) 13,270 28,857 (49,533)Transfer to disposable group assets /(liabilities) held for sale (57,843) 70,111 - -At 31 December 676,181 (1,654,197) 798,485 (1,773,729)(*) In 2011 it includes the impact indicated in section b) above as a result of the tax reform in the UK and France, and in 2010 as result of the tax reform in the UK and Chile.The cumulative translation adjustments generated during the year relatemainly to the deferred tax liabilities of companies with tax residence in theUK (Pounds Sterling 124,828 thousand in 2011 and Pounds Sterling 137,935thousand in 2010) and to deferred tax assets and liabilities of Chileancompanies (Chilean Pesos (CP) 64,823,253 thousand and CP 155,282,258thousand, respectively, in 2011 and CP 75,192,741 thousand and CP167,688,986 thousand in 2010) as a result of the appreciation of the PoundSterling and the depreciation of the Chilean Peso at the year end.Of the total deferred tax assets and liabilities booked at 31 December 2011,it is estimated that Euros 62,541 thousand and Euros 79,080 thousand,respectively, will be reverted in 2011 (Euros 47,916 thousand and Euros78,617 thousand, respectively, at 2010 year end estimated for 2011). 103
The deferred tax assets recorded at the close of 2011 (as in 2010) mainlycorrespond to tax credits and the tax effect of the provisions associated withapplication of the “intangible model” under IFRIC 12 and, in the case ofcompanies with tax residence in Spain, to the reversal of the financial chargerecorded under the principles of the Spanish General Chart of Accounts.Therefore, tax loss carry forwards available for offset at 31 December 2011total Euros 559,102 thousand (Euros 663,951 thousand in 2010), of whichEuros 453,590 thousand (Euros 565,995 thousand in 2010) are generated bythe Chilean companies acquired (without a maturity date), and the othershave expiry dates mainly between 2012 and 2030. Of these tax losses,Euros 91,583 thousand (Euros 111,270 thousand in 2010) is included indeferred tax assets.As at the 2010 balance sheet date, the deferred tax liabilities recorded at the2010 year end are mainly for the tax effect related recording at fair value ofthe net assets and liabilities acquired in various business combinations and/orchanges in the consolidation scope, the main impact being as follows: Addition 2011 2010 (**)Cilsa (44% proportional consolidation) 2010 - 10,603Acquisition of Itínere assets: 2009 Avasa (additional 50%) 210,306 224,444 (*) Rutas del pacífico (additional 50%) 11,905 13,969 (*)Acquisition of Invin Group 2008 135,646 154,844Acquisition of 33.38% of Hispasat Group 2008 6,590 7,596 (*)Acquisition of DCA Group 2008 22,624 22,938Acquisition of HIT/Sanef Group 2006 578,109 610,523 (*)Acquisition of ACDL/TBI Group 2005 96,238 97,226 (*) In the case of Rutas del Pacífico and the Invin Group, the variation was affected by the depreciation 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. (**) Shareholding disposed of in 2011 as a consequence of the corporate reorganisation carried out (see Note 26).At 31 December 2011, the deductible temporary differences withsubsidiaries, multi-group companies and/or associates not recorded inaccordance with the accounting policy mentioned in Note 3.k mainlycorrespond to negative reserves of investments in associates for anapproximate amount of Euros 428 million (approximately Euros 233 million at31 December 2010). 104
18. OBLIGATIONS FOR EMPLOYEE BENEFITSAmongst the obligations with its employees, different Spanish Groupcompanies are sponsors of defined contribution pension plans and/or havecommitments for defined contribution and/or defined benefit pensioncommitments, arranged through insurance policies, as set down inlegislation governing the transfer of pension commitments.Internationally, the different Group companies have defined contributionand/or defined benefit commitments with their employees. Thesecommitments are managed through external entities except in thosecountries 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 andvacation pay also regulated by Collective Bargaining Arrangements, foruninterrupted employment with the company. With regard to themeasurement of these obligations, a liability is included in the balance sheetfor this heading for a total amount of Euros 7,462 thousand (Euros 7,231thousand in 2010, which included Euros 287 thousand corresponding toexisting obligations in the car parks operating segment), with a non-currentliability recorded for this item totally Euros 4,796 thousand (Euros 5,110thousand in 2010, which included the Euros 287 thousand corresponding tothe obligations existing in the car parks operating segment). The amountrecorded as staff costs in 2011 for these obligations is Euros 977 thousand(Euros 1,117 thousand in 2010). See Note 20.c.The economic-actuarial information on the existing liability for pensioncommitments of the Group’s various companies with their employees is asfollows:a) Defined contribution commitmentsThe amount recorded for the year as personnel expense in the consolidatedincome statement for defined contribution commitments totals Euros 6,980thousand (Euros 6,552 thousand in 2010). See Note 20.c. 105
b) Defined benefit commitmentsExcept in those countries where local legislation allows for internal funds,pension commitments are covered using insurance policies or separateentities, in accordance with the applicable regulation in each country, withthe amounts taken off the balance sheet. Nevertheless, this account entryincludes the obligations and their corresponding asset affected where thelegal obligation or implied obligation to meet the agreed benefits remains.In relation to obligations of this type, as of 31 December 2011, abertis haspension commitments relating to defined benefit plans in five countries: In Spain, abertis, serviabertis, aumar, autopistas España, acesa, invicat and aucat 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 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. 106
In relation to the defined benefit commitments of different Group companieswith their employees, the reconciliation between the opening and closingbalance of the actuarial value of these obligations is as follows: 2011 2010 At 1 January 177,677 162,678 New commitments - 21 Service cost for the year 6,167 4,457 Interest costs 9,388 8,931 Contributions of the participants 937 930 Plan modifications 5,728 - Actuarial losses/(gains) (6,568) 5,048 Benefits payments (6,317) (7,901) Expenses / taxes / premiums (525) (429) (*) Cumulative translation adjustments 4,297 3,942 Transfer to disposable group liabilities held for sale (2,322) - At 31 December 188,462 177,677 (*) The exchange differences generated in 2011 and 2010 relate mainly to liabilities of companies with tax residence in the UK, given the revaluation of the Pound Sterling in each year.The reconciliation of opening to closing final balances of the actuarial fairvalue of the assets for these liabilities is as follows: 2011 2010 At 1 January 117,858 102,602 New commitments - - Expected yield on related assets 7,258 6,860 Plan modifications - - Actuarial (losses)/gains (7,646) 4,959 Contributions from Promoter 8,465 7,882 Contributions of the participants 937 930 Benefits payments (6,317) (7,901) Expenses / taxes / premiums (525) (429) (*) Cumulative translation adjustments 3,437 2,955 Transfer to disposable group assets held for sale (16) - At 31 December 123,451 117,858 (*) The exchange differences generated in 2011 and 2010 relate mainly to liabilities of companies with tax residence in the UK, given the revaluation of the Pound Sterling in each year. 107
Amongst the related-assets linked to insurance policies, an amount of Euros5.963 thousand recorded under the “Trade and other receivables – others”(Euros 5,600 thousand in 2010, which included Euros 15 thousandcorresponding to the car parks operating segment) is held with relatedparties (see Notes 11 and 27).The annual movement in the liability recognised on the balance sheet hasbeen as follows: 2011 2010 At 1 January 65,419 67,203 Assets in related companies (5,600) (7,127) Net obligations at 1 January 59,819 60,076 New commitments - 21 Increase charged to: Income statement (see Note 20.c) 8,831 6,528 (*) Net equity 1,078 89 Contributions from Promoter (8,465) (7,882) Cumulative translation adjustment 860 987 Transfer to disposable group liabilities held for sale (2,306) - Net obligations at 31 December 59,817 59,819 Assets in related companies 5,963 5,600 At 31 December 65,780 65,419 (*) The total accumulated amount recorded in net equity from recognised gains and losses is a loss of Euros 17.874 in 2011 and a loss of Euros 16,796 thousand in 2010.Unlike in 2010, at the year-end 31 December 2011, there is an obligationfor past services pending recognition in the consolidated balance sheet foran amount of Euros 5,194 thousand. This liability, as indicated in Note 3.l.iwill be recorded as an expense in the coming years on a straight-line basisover the average period remaining until definitive consolidation of the rightto receive the benefits.Of the net obligation at 31 December 2011, Euros 33,088 thousand (Euros30,805 thousand in 2010) relates to total or partially financed commitmentsand Euros 26,727 thousand (Euros 29,014 thousand in 2010) to unfundedobligations. 108
The breakdown of the total expense recognised in the consolidated incomestatement is as follows: (*) 2011 2010 Service cost for the year 6,167 4,455 Interest costs 9,388 8,815 Expected yield on related assets (7,258) (6,860) Recognition of past services 534 - Total accounting expense (See Note 20.c) 8,831 6,410 (*) Breakdown of the expense for defined benefit employee obligations considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.The breakdown of each asset against the fair value of the commitmentrelated assets is as follows: 2011 2010 Equity securities 35.94% 41.93% Fixed income securities 24.42% 19.17% Investment property 0.86% 0.79% Others 38.78% 38.11% 100.00% 100.00%The actuarial assumptions (demographic and financial) used constitute thebest estimates on the variables the will determine the final cost of providingthe post-employment benefits.The main actuarial assumptions used at the balance sheet date are asfollows: 2011 2010Discount rate (based on the type of commitment and currency) 3.00% - 5.00% 3.25% - 5.50%Expected yield on assets (based on the type of asset and currency) 3.00% - 7.00% 3.25% - 7.00%Salary increase rates (based on the type of commitment and currency) 2.00% - 3.75% 3.00% - 4.20% (*)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. 109
The discount rate used is based on the “iboxx AA” corporate bond ratecurve at 31 December 2011, as in 2010.The expected overall yield on the assets has been calculated in the followingmanner: 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 theestimated sensitivity on the obligation recorded at the year end from a 50bp variation in the discount rate would be approximately 8%-10%.19. PROVISIONS AND OTHER LIABILITIESThe balance of current and non-current provisions and other liabilities is asfollows: 31 December 2011 31 December 2010 Non-currents Current Non-currents Current (*)IFRIC 12 provisions 502,625 14,707 634,137 32,360Other provisions 206,020 48,395 250,903 36,934Provisions 708,645 63,102 885,040 69,294Other creditors 123,635 128,209 118,717 236,571Provisions and other 832,280 191,311 1,003,757 305,865 liabilities (*) Mainly provisions for pavements, maintenance cycles and major overhauls. 110
The movement of the non current provisions is as follows: 2011 2010 IFRIC 12 Other IFRIC 12 Other provisions provisions Total provisions provisions TotalAt 1 January 634,137 250,903 885,040 610,135 218,985 829,120Additions to scope - - - 238 5,068 5,306Charged to the consolidated incomestatement: - Allowances 70,656 3,893 74,549 66,864 12,106 78,970 - Financial restatements (see Note 20.d)(*) 29,303 6,198 35,501 35,203 7,062 42,265Recorded in equity - - - (1,636) (1,167) (2,803)Transfers 12,822 (5,884) 6,938 (2,162) (263) (2,425)Amounts not applied and reversed - (1,957) (1,957) - - -Utilisation for the year (88,675) (36,244) (124,919) (76,897) (4,709) (81,606)Others (49) (3) (52) - 10,173 10,173Cumulative translation adjustment (5,319) (3,460) (8,779) 2,392 3,648 6,040Transfer to disposable group liabilities held for sale (150,250) (7,426) (157,676) - - -At 31 December 502,625 206,020 708,645 634,137 250,903 885,040 (*) The movement includes the impact for the financial restatement of the car parks and logistics facilities operating segments up to the classification as discontinued operations in application of IFRS 5 on 30/06/11 for Euros 5,260 thousand.In the context of the application of IFRIC 12, using the intangible model,the future interventions (essentially those that are firm) have beendetermined that the Group’s operator companies must face as a result ofthe use of the infrastructures in order to maintain and restore them, forwhich the respective provisions have been booked (see Note 3.n), inaccordance with IAS 37, using the best estimate possible of thedisbursements required to meet them on the balance sheet date.The other non-current provisions at the close on 31 December 2011 mainlyinclude the provisions for the replacement or substitution in relation to theexpiry of the various concessions, as well as a provision for tax assessmentsraised against abertis that have been appealed and are now pending aruling by the competent courts and authorities (both were already part ofthe opening balance of the provision). The applications in the year mainlycorrespond to various tax payments (see Note 17.a).The line “Other creditors – current” includes the balance payable to theGovernment by the subsidiary company acesa following the commitmentacquired through the merger with the company that previously held theconcession on the Montmeló-El Papiol stretch of motorway (Euros 20,973thousand, as was the case at 31 December 2010), as well as the debts withproperty, plant and equipment suppliers for Euros 28,358 thousand (Euros74,539 thousand in 2010). 111
20. INCOME AND EXPENSESa) Services renderedThe breakdown of the rendering of services by category is as follows: 2011 2010 (*) Toll motorway income 2,920,287 2,894,726 Discounts and rebates on tolls (14,082) (24,392) Other services rendered 899,586 928,479 Others 4,892 3,532 Services rendered 3,810,683 3,802,345 (*) Breakdown of the heading of the 2010 consolidated income statement "Services rendered" considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.The other services rendered mainly include income for managingtelecommunications infrastructures and income for managing airports.b) Other operating income and other incomeThis account includes income from the assignment of service areas andtelematic services of different toll motorway operator companies, receipt ofindemnities, etc.“Other income” mainly includes the profit obtained from the disposal ofproperty, plant and equipment. 112
c) Personnel expensesThe breakdown of personnel expenses by item is as follows: (*) 2011 2010Wages and salaries 409,446 409,654Social Security contributions 111,826 110,944Post-employment costs: Defined contributions plan (see Note 18) 6,980 6,552 Defined benefits plan (see Note 18) 8,831 6,410Cost of other long-term commitments (see Note 18) 977 1,117Share-based payment cost (see Note 28) 2,044 4,554Other social welfare expenses 75,230 33,101Personnel expenses 615,334 572,332 (*) Breakdown of the heading of the 2010 consolidated income statement "Personnel expenses" considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.The average number of employees in abertis and its subsidiary and multi-group companies during the year broken down by job category and genderis as follows: 2011 2010 Men Women Total Men Women TotalPermanent: - Directors 2 - 2 2 - 2 - Management 112 12 124 127 16 143 - Middle management 404 109 513 459 134 593 - Other employees 6,807 3,004 9,811 7,127 3,161 10,288Temporary 607 499 1,106 746 629 1,375Average number employees 7,932 3,624 11,556 8,461 3,940 12,401 Note: The average number of abertis employees at year end 31 December 2011 includes 561 employees associated with the car parks and logistics facilities businesses (1205 at 31 December 2010). Therefore, the average number of employees without considering those associated with these businesses, which were disposed of in 2011, would total 10,995 in 2011 and 11,196 in 2010. 113
d) Financial resultThe breakdown of financial income and expenses by item is as follows: (*) 2011 2010- Interest and other income 39,111 32,691- Derivative financial instruments: Cash flow hedge 16,633 14,654 Fair value hedge 12,077 30,195 Hedge of net foreign investment in non-Euro currency 8,509 6,988- Dividends 27,170 27,170- Impacts on financial asset measurementIFRIC 12 (see Note 11) 73,522 40,074-Impact recognition of the late payment interest (see Note 11) 29,471 -- Exchange gains 19,922 18,075Financial income 226,415 169,847- Interest on loans from credit institutions and other loans (589,044) (592,845)- Derivative financial instruments: Cash flow hedge (77,703) (105,502) Fair value hedge (32,208) (31,076) Hedge of net foreign investment in non-Euro currency (27,438) (13,698)- Financial restatement of provisions under (30,241) (34,773)IFRIC 12 (see Note 19)- Provision loans with associates (see Note 11) (42,558) (35,296)- Exchange losses (39,871) (23,739)Financial expenses (839,063) (836,929) (*) Breakdown of the financial net income for 2010 considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.Furthermore, the breakdown of “Variation in valuation of hedginginstruments” in consolidated results is as follows: 2011 2010- Variation in valuation of derivative financial instruments (800) 90.720- Variation in fair value of hedged debt (3,413) (91,796)Variation in valuation of hedging instruments (4,213) (1,076) 114
21. CONTINGENCIES AND COMMITMENTSAt 31 December 2011 the Group has given guarantees to third partiesprovided by financial institutions totalling Euros 430,358 thousand (Euros697,478 thousand in 2010, Euro 628,985 thousand without considering thecar parks and logistics facilities businesses). Of these, Euros 180,826thousand (Euros 259,186 thousand in 2010, Euros 191,601 thousandwithout considering the car parks and logistics facilities businesses)correspond to guarantees for operating commitments of the different Groupcompanies. The rest correspond to certain commitments assumed bysubsidiaries and associates (investments, financing, etc). Thesecommitments are not expected to generate significant costs.The subsidiary company aumar has given guarantees to its investeecompany Ciralsa totalling Euros 4,987 thousand (as in 2010). Furthermore,the Company has given guarantees to its subsidiary company aulesatotalling Euros 40 million (Euros 41 million in 2010) for a financingarrangement. Additionally, the financing contracts of the associate Alazorinclude the commitment by its shareholders to make additionalcontributions based on the occurrence of certain events relating to themaintenance of financial ratios to cover and the service of the debt certainadditional non-financeable costs. These commitments are not expected toresult in significant impacts for the abertis Group.With regard to the operator company Accesos de Madrid/Alazor, asindicated in Note 21 of the 2010 consolidated annual accounts (and oncethe measures to restore the financial balance adopted by the Administrationat the end of 2010 are established), abertis, through the subsidiarycompany iberpistas, which holds the current 35.12% stake in Alazor (aholding company owning all the shares of Accesos de Madrid), can decide toexecute, during a period ending March 2011, in accordance with theprovisions of certain arrangements with the other shareholders of Alazor,various cross sale and/or purchase options of stakes in the aforementionedcompany with the other shareholders (some of which are related to theGroup), under certain conditions. Within the deadlines provided, abertispresented the corresponding documentation so as to execute the options,with their execution not yet resolved as at year end 31 December 2011. Atany event, on the basis of the analysis and evaluation of thesearrangements entered into by iberpistas, no significant impacts on theseconsolidated annual accounts have come to light.Additionally, at the end of the financial year, the Group has a commitmentto purchase tangible assets for Euros 90,850 thousand (Euros 3,464thousand in 2010). 115
On 16 February 2012, the National High Court rejected the contentious-administrative appeal presented by abertis telecom against the Resolutiondated 19 May 2009 of the Board of the National Competition Committee,which imposed a fine of Euros 22.7 million on abertis telecom as itconsidered that the latter had abused its dominant position in certaincontracts of 2006 and 2008. In this regard, abertis telecom will file anappeal with the Supreme Court. At any event the final resolution of theprocess is not expected to have a significant impact on the equity ofabertis with regards these consolidated annual accounts.Finally, it should be pointed out that on 8 February 2012, the Board of theNational Competition Committee issued a Resolution imposing a fine ofEuros 13.7 million on abertis telecom for narrowing margins in certaincontracts. The Group intends to file a contentious-administrative appealagainst this resolution with the National High Court as it considers that thesanction is totally unfounded, and considers that the consequences whichmay arise from it would not have a material effect on these consolidatedannual accounts.22. BUSINESS COMBINATIONSDuring the year ended 31 December 2011, no significant businesscombinations have taking place impacting these consolidated annualaccounts. 116
23. SHAREHOLDINGS IN MULTIGROUP COMPANIESAt the close of 2011 the Group has shareholdings in the followingmultigroup companies consolidated by the proportional consolidationmethod: % Company Activity Shareholding Trados45 Motorway operator 50.00% (*) Autopista Central Motorway operator 50.00% Overon Communications and audiovisuals 51.00% Overon US Communications and audiovisuals 51.00% Adesal Communications and audiovisuals 51.00% (**) Hispasat Satellite operator 42.06% Areamed Motorway service areas operations 50.00% (*) Effective indirect interest through invin of 28.85%. (**) Indirect interest through Abertis Telecom of 33.38% and through Eutelsat of 8.68%.The effect of the proportional consolidation of multi-group companiesbroken down by business segment on the annual consolidated accounts ofthe Group are set out further below. 31 December 2011 Motorways Telecom Total ASSETS Non-current assets 397,638 379,942 777,580 Current assets 71,043 95,640 166,683 468,681 475,582 944,263 LIABILITIES Non-current liabilities 392,538 180,393 572,931 Current liabilities 34,748 53,803 88,551 427,286 234,196 661,482 NET ASSETS 41,395 241,386 282,781 RESULTS Income 91,533 129,832 221,365 Expenses (84,960) (101,572) (186,532) Net income attributed to equity holders of the Company 6,573 28,260 34,833 Note: These amounts have been included in the consolidated balance sheet and consolidated income statement. 117
As a consequence of the corporate reorganisation indicated in Note 26, thecompanies Saba Aparcamientos de Levante, S.L., Parc Logístic de la ZonaFranca, arasur and cilsa were recorded using proportional consolidation upto 26 October 2011, the date on which the car parks and logistics facilitiesoperating segments were disposed of.31 December 2010 Motorways Telecom Car parks Logistics TotalASSETSNon-current assets 414,554 351,321 4,119 192,551 962,545Current assets 65,354 97,009 275 6,233 168,871 479,908 448,330 4,394 198,784 1,131,416LIABILITIESNon-current liabilities 408,200 157,212 444 131,551 697,407Current liabilities 29,039 66,389 62 16,587 112,077 437,239 223,601 506 148,138 809,484NET ASSETS 42,669 224,729 3,888 50,646 321,932 (*)RESULTSIncome 88,385 128,252 - - 216,637Expenses (83,463) (91,718) - - (175,181)Net income attributed to equity holders of the Company 4,922 36,534 - - 41,456Note: These amounts have been included in the consolidated balance sheet and consolidated income statement.(*) Breakdown of the 2010 net income considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.24. ENVIRONMENTThe criteria of the Group is to give maximum attention to the environmentalprotection and conservation activities, and each subsidiary company adoptsthe necessary measures to minimise the environmental impact of theinfrastructures managed in order to achieve the maximum possibleintegration into their respective surroundings.In 2011, the Group invested Euros 19,964 thousand on improving theenvironment (Euros 31,387 thousand in 2010, Euros 31,067 thousand if weexclude the car parks and logistics facilities businesses) mainly through thefollowing activities: 118
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 lesser extent, implementation of measures aimed at optimising water management, reducing energy consumption and reducing noise pollution.25. SEGMENT REPORTINGThe different activities of the Group are organised and administeredseparately according to the nature of the infrastructures managed, with eachsegment forming a strategic business unit that manages different types ofinfrastructures in different markets, so that the governing bodies of theGroup can use the segment reporting for decision making.The business segments have been defined by Management as thecombination of assets and operations engaged in the management ofinfrastructures subject to risks and rewards that are distinct from otherbusiness segments. The main factors considered in the identification ofbusiness segments have been the nature of the infrastructures managedand the operations carried out, so that the Group can organise itsmanagement 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. 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. 119
As indicated in Note 26, in 2011 abertis took the decision to discontinue thecar parks and logistics facilities operating segments. Therefore, from theclose of 30 June 2011 up to their subsequent disposal with effect on 26October 2011, these operating segments were presented as discontinuedoperations in accordance with IFRS 5 "Non-current assets held for sale anddiscontinued operations".The business segments that are reported obtain their recurrent revenuesdepending on the nature of the service provided as described in Note 3.o,where the customer type is the final user of the facility. The income from thetelecommunications business is generated mainly from the sale of the serviceprovider to radio, television and telephony operators and local governmentbodies, and in the case of the airports segment, to aeronautics companies.The Directors, the highest level of decision-making on operations of theGroup, analyse the results of each segment, including the profit fromoperations, since that is where the ordinary expenses and income can bedirectly attributed or reasonably distributed amongst the segments.The operating result for each segment in the financial year and the share ofthe associates in the result is detailed as follows: 31 December 2011 Motorways Telecom Airports Others Total Rendering of services 3,022,846 504,552 275,911 7,374 3,810,683 Other income 75,614 7,703 16,609 4,180 104,106 Operating income 3,098,460 512,255 292,520 11,554 3,914,789 Operating expenses (937,393) (277,561) (206,075) (27,830) (1,448,859) Trade provisions (5,721) (6,974) (326) 837 (12,184) Gross operating income 2,155,346 227,720 86,119 (15,439) 2,453,746 Depreciation (767,387) (107,493) (50,601) (9,229) (934,710) Provisions for impairment - - (1,678) - (1,678) Operating profit 1,387,959 120,227 33,840 (24,668) 1,517,358 Share in the earnings from associates 29,864 92,007 2,671 - 124,542 (1) Unassigned earnings (616,861) Profit before tax 1,025,039 (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. 120
(*) 31 December 2010 Motorways Telecom Airports Others Total Rendering of services 2,996,616 538,453 263,447 3,829 3,802,345 Other income 81,819 13,243 13,980 5,179 114,221 Operating income 3,078,435 551,696 277,427 9,008 3,916,566 Operating expenses (936,662) (330,574) (195,133) (38,828) (1,501,197) Trade provisions (3,967) (3,604) (919) 147 (8,343) Gross operating income 2,137,806 217,518 81,375 (29,673) 2,407,026 Depreciation (745,112) (111,546) (54,907) (11,224) (922,789) Provisions for impairment - (187) - - (187) Operating profit 1,392,694 105,785 26,468 (40,897) 1,484,050 Share in the earnings from associates 26,943 87,093 2,883 - 116,919 (1) Unassigned earnings (668,158) Profit before tax 932,811 (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. (*) 2010 consolidated income statement considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26.The assets and liabilities of the segments at 31 December and theinvestments in fixed assets for the year are as follows: 31 December 2011 Motorways Telecom Airports Others Total Assets 17,451,645 1,278,009 1,494,111 626,371 20,850,136 Associates 581,134 1,140,705 177,220 - 1,899,059 Total assets 18,032,779 2,418,714 1,671,331 626,371 22,749,195 Total liabilities 14,631,996 1,610,051 895,963 1,195,472 18,333,482 Investment for the year in fixed assets (*) 401,967 101,133 23,131 4,946 531,177 (*) Do not include the additions from business combinations. It is also necessary to consider those carried out up to 30/06/11 by the car parks and logistics facilities businesses for Euros 8,367 thousand. 121
31 December 2010 Motorways Telecom Airports Car parks Logistics Others TotalAssets 18,981,736 1,275,044 1,475,020 816,742 645,045 637,515 23,831,102Associates 162,256 1,100,456 196,059 2,306 - - 1,461,077Total assets 19,143,992 2,375,500 1,671,079 819,048 645,045 637,515 25,292,179Total liabilities 14,390,241 1,705,217 925,036 535,725 441,468 1,841,010 19,838,697Investment 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 from business combinations.The assets of the segments mainly include PPE, intangible assets, andfinancial 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 theborrowings used to carry out activities.Property investments include additions of PPE, other intangible assets andinvestment property, as well as financial assets recorded as a result of theapplication of IFRIC 12, under the mixed or financial model.Although as indicated above Management leads the Group bearing in mindthese operating segments, a follow-up is made of the operating results atthe 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 2011 United Spain France Chile Others Total KingdomOperating income 1,885,313 1,481,474 182,901 161,677 203,424 3,914,789Operating expenses (624,057) (526,228) (134,972) (41,687) (134,099) (1,461,043)Gross operating income 1,261,256 955,246 47,929 119,990 69,325 2,453,746Depreciation (418,320) (374,839) (35,698) (84,315) (21,538) (934,710)Provisions for impairment (1,678) - - - - (1,678)Operating profit 841,258 580,407 12,231 35,675 47,787 1,517,358Investment for the year in fixed assets (*) 342,082 157,198 16,814 3,183 11,900 531,177 (*) Do not include the additions from business combinations. It is also necessary to consider those carried out up to 30/06/11 by the car parks and logistics facilities businesses for Euros 8,367 thousand. 122
(*)31 December 2010 United Spain France Chile Others Total KingdomOperating income 1,927,660 1,439,669 177,213 179,723 192,301 3,916,566Operating expenses (673,327) (525,452) (129,438) (55,405) (125,918) (1,509,540)Gross operating income 1,254,333 914,217 47,775 124,318 66,383 2,407,026Depreciation (420,027) (356,750) (39,345) (84,107) (22,560) (922,789)Provisions for impairment (187) - - - - (187)Operating profit 834,119 557,467 8,430 40,211 43,823 1,484,050Investment for the year in fixed assets (**) 405,389 228,365 25,705 8,470 66,630 734,559 (*) 2010 operating profit considering the impact of the classification of the car parks and logistics facilities operating segments as discontinued operations in application of IFRS 5 as indicated in Notes 1 and 26. (**) Do not include the additions from business combinations.26. DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALEThe breakdown of the results of discontinued operations at the balancesheet date of the financial year ended 31 December 2011 is as follows: 2011 2010 For sale of the shareholding in Atlantia, S.p.A 150,706 29,167 Reorganisation car parks and logistics facilities businesses (131,606) 4,572 Profit (loss) from discontinued operations 19,100 33,739At year-end 31 December 2011, the Group does not hold disposable groupassets and liabilities as it has completed, before the balance sheet date,their disposal (at year-end 2010 the disposable group assets held for salecorresponded to the shareholding in Atlantia). With regard to thereorganisation of the car parks and logistics facilities businesses, theirassets and liabilities at the time of their disposal totalled Euros 1,327,270thousand and Euros 892,659 thousand respectively. 123
Finally, the effect on cash flows relating to discontinued operations is asfollows: 2011 2010 Sale of shareholding in Atlantia, S.p.A 625,558 29,167 Reorganisation car parks and logistics facilities businesses 543,649 (21,332) Effect on cash flows 1,169,207 7,835a) Sale of shareholding in AtlantiaOn 13 January 2011 abertis (acting through its Italian subsidiary AcesaItalia S.r.l, of which it is the sole shareholder) began the private placementamongst qualified investors of its 40,099,848 of Atlantia S.p.A. representing6.68% of its share capital. This placement took place through a “quickplacement” 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 150,706thousand, which has had an additional impact on equity to that recorded atthe 31 December 2010 year end of Euros 13,233 thousand. As a result ofthis operation, abertis has no stake whatsoever in the share capital ofAtlantia.b) Reorganisation car parks and logistics facilities businessesOn 23 February 2011 abertis announced the start of the study of areorganisation process for the structure of its businesses with the aim ofstrengthening the growth of its 5 activity sectors, which could culminatewith the grouping together of its five businesses around two companies:Abertis Infraestructuras, S.A., which would comprise the operating sectorsof motorways, telecommunications and airports, and Saba Infraestructuras,S.A. which would comprise the car parks and logistics facilities businesses.On 18 May 2011, and within the context of the proposal of resolutionsratified by the Annual Shareholders Meeting on 21 June 2011, abertisdisclosed the agreement reached by its Board of Directors to carry out thereorganisation process of its businesses which had been announced severalmonths previously. This agreement involved: 124
Contributing the car parks and logistics facilities businesses to the new incorporated company Saba Infraestructuras, S.A. by means of contribution of all of the shares owned by Abertis Infraestructuras, S.A. in Saba Aparcamientos, S.A. and Abertis Logística, S.A. through a capital increase of Euros 399 million, equivalent to Euro 0.54 per share. This valuation was considered as fair by the independent expert appointed by the Companies Registry. Firstly, by offering the current shareholders of abertis the possibility (up to 22 July 2011) of holding part of the capital of Saba Infraestructuras, S.A. by means of the payment of an interim dividend for the 2011 profits of Euro 0.67 per share, with the shareholders of abertis able to choose between receiving it i) in cash or ii) in shares of Saba Infraestructuras, S.A. (at the rate of one share of this company for one share of abertis) at the aforementioned valuation of Euro 0.54 per share plus an additional cash sum of Euro 0.13 per share. Transferring, in accordance with the share purchase contract which abertis held with Criteria CaixaHolding, S.A.U. (and other third parties), at the price of Euro 0.54 per share, the same valuation as that offered to abertis shareholders, the full amount of the shares owned by abertis in Saba Infraestructuras, S.A. which had not been awarded to the current shareholders as part of the payment of the aforementioned interim dividend.With regard to the detailed process, on 22 July 2011 at the end of theperiod for swapping Abertis Infraestructuras, S.A. shares for SabaInfraestructuras, S.A. shares, 21.94% of abertis shareholders opted toreceive the payment of the interim dividend for the 2011 profits of Euro0.67 per share, approved by the Annual Shareholders Meeting held in June2011, in shares of Saba Infraestructuras, S.A. (at the rate of one share ofthis company for one share of abertis) at a valuation of Euro 0.54 pershare plus an additional cash sum of Euro 0.13 per share (see Note 13.c). 125
Finally, based on the aforementioned share purchase agreement whichabertis held with Criteria CaixaHolding, S.A.U. and other third parties, on26 October 2011 the sale was executed of the 78.06% of the shares ofSaba Infraestructuras, S.A. which were still owned by AbertisInfraestructuras, S.A. for a total amount of Euros 311.5 million, at Euro0.54 per share. This was the same valuation offered to the shareholders ofabertis in July during the payment of the interim dividend for the 2011profits of Euro 0.67 per share. As indicated above, this interim dividendcould be received in shares of Saba Infraestructuras, S.A. at the rate of 1share of this company for 1 share of abertis at a valuation of Euro 0.54 pershare plus an additional cash sum of Euro 0.13 per share.Accordingly, once the whole process described above had concluded on 26October 2011, abertis had disposed of its entire shareholding in the carparks and logistics facilities operating segments.As a consequence of the whole reorganisation process carried out, andbased on the provisions of IFRS 5 - "Non-current assets held for sale anddiscontinued operations", at the close of 30 June 2011, the assets andliabilities relating to the car parks and logistics facilities operating segmentswere presented as disposable group assets and liabilities held for salefollowing approval by the shareholders of their disposal in the second half ofthe year. In addition, as these were operating segments, the full amounts ofincome and expenses for the period are presented as net income fromdiscontinued operations.The key financial figures relating to the operations discontinued as a resultof the reorganisation of the car parks and logistics facilities businesses up totheir disposal on 26 October 2011 included at year end 31 December 2011and the corresponding comparative figures at year end 2010 are as follows: 126
2011 2010 (10 months) (12 months)Rendering of services 144,931 160,359Other income 12,966 28,937Operating income 157,897 189,296Operating expenses (100,188) (102,314)Trade provisions (59) 420Gross operating income 57,650 87,402Depreciation (18,194) (36,271)Variation in provision for impairment - (15,768)Operating profit 39,456 35,363Financial result (32,716) (28,138)Share in the earnings from associates (356) 52Profit before tax discontinued operations 6,384 7,277Income tax (3,847) (2,705)Profit from discontinued operations 2,537 4,572Loss relating to the reorganisation of the car parks and logistics businesses (190,075) -Income tax 55,932 -Net loss relating to the reorganisation of the car parks and logistics businesses (134,143) -Profit /loss from discontinued operations (131,606) 4,572 Cash flows of discontinued operations 2011 2010 Cash generated from operations 9,873 43,388 (*) Net cash from investment 283,170 (59,558) Net cash from financing 250,606 (5,162) Effect on cash flows 543,649 (21,332) (*) Includes Euros 311,521 thousand for the sale of 78.06% of Saba Infraestructuras, S.A.The income and expenses recognised directly in equity mainly correspond toconversion differences and hedging reserves, with their value at the time ofthe disposal being Euros 3,344 thousand and Euros -9,244 thousandrespectively. 127
The corporate reorganisation action commented above (which involved thedisposal of the car parks and logistics operating segments), and based onthe sales price agreed with their buyers, determined by the level of returnrequired by said buyers, has resulted in a joint loss after tax of Euros -134,143 thousand being revealed at the time of their classification as non-current assets held for sale.27. RELATED PARTIESa) Directors and senior managementAnnual remuneration of the Board Members for their services to the Boardof Directors of the Company is fixed as a share in the liquid profits. It canonly be paid out once the payment of dividends and transfers to reservesthat the Law establishes are covered and cannot exceed, under anycircumstances, two percent of the profits. The Board of Directors maydistribute this sum amongst its members in the form and amount it decides.The remuneration paid to directors of Abertis Infraestructuras, S.A., asmembers of the Board of Directors and their relevant committees, totalledEuros 1,862 thousand in 2011 (Euros 1,875 thousand in 2010), which isless than the statutory limit.Total remuneration received by the Board Members of AbertisInfraestructuras, S.A. was Euros 4,896 thousand (Euros 4,513 thousand in2010), which corresponds to fixed and variable remuneration.In addition, the Board Members of Abertis Infraestructuras, S.A. havereceived as other benefits contributions made to cover pensions and otherremuneration in kind for Euros 306 thousand and Euros 76 thousandrespectively (Euros 256 thousand and Euros 57 thousand in 2010..The remuneration to Board Members of Abertis Infraestructuras, S.A. in theother companies of the group totalled Euros 590 thousand (Euros 832thousand in 2010) and in associates totalled Euros 25 thousand (Euros 70thousand in 2010), and for belonging to the advisory territorial boardscreated in 2011, Euros 49 thousand. 128
Remuneration in 2011 of the members of Senior Management, understoodas being the managing directors and senior personnel of the abertis Groupthat carry out their management functions under direct control of the Boardof Directors, Executive Committee, Executive Chairman or Chief ExecutiveOfficer of Abertis Infraestructuras, S.A., bearing in mind the changes in theorganisational structure, totalled Euros 4,532 thousand (Euros 3,397thousand in 2009).In addition, the Senior Management have received as other benefitscontributions made to cover pensions and other remuneration in kind forEuros 424 thousand and Euros 244 thousand respectively (Euros 330thousand and Euros 215 thousand in 2010).The retirement benefits received by former members of Senior Managementhave totalled Euros 492 thousand in 2011 (Euros 513 thousand in 2009).Abertis Infraestructuras, S.A. has remuneration systems linked to theevolution of the Company’s share price as mentioned in Notes 3.l.iii and 28.b) Significant shareholdersA shareholder that is understood to have significant influence in the Parentcompany is defined as one with the right to nominate a board member orholding more than a 5% interest (see Note 13.a).In addition to the dividends paid to Shareholders and the operationdescribed in Note 26.b, which involved the settlement of part of theextraordinary interim dividend for the 2011 profit paid by means of sharesof Saba Infraestructuras, S.A. as well as the sale of 78.06% of theaforementioned company to Criteria CaixaHolding, S.A.U. (and other thirdparties) based on the share purchase agreement which they held, thebreakdown of the balances and transactions carried out with significantshareholders is as follows:i) Bond issues, loans and credit facilities received 2011 2010 Debt Limit Debt Limit Loans 114,189 117,879 343,792 352,948 Credit facilities 8,907 258,633 25,778 225,080 123,096 376,512 369,570 578,028 129
Furthermore, in 2011 financial income and expenses have been recordedwith related entities in the amounts of Euros 7,748 and Euros 31,745thousand, respectively (Euros 7,140 and Euros 31,086 thousand in 2010).Additionally, at the 2011 year end debentures have been recorded totallingEuros 280,000 thousand (Euros 160,000 thousand in 2010).In addition, the Company has used temporary cash funding provided by therelated party La Caixa to meet its cash needs arising from its operations.Marketing financing conditions are respected.ii) Swaps contractedThe swaps contracted with related entities as exchange rate and/or interestrate hedges total Euros 710,807 thousand (Euros 860,364 thousand in2010).iii) Financing retirement obligationsContributions of Euros 797 thousand (Euros 93 thousand in 2010) havebeen made to several insurance policies taken out with a related companyto cover the obligations for defined benefits to Group employees. There areadditional assets related to this policy totalling Euros 5,963 thousand (Euros5,600 thousand in 2010, which included Euros 15 thousand correspondingto the car parks operating segment), and the amount relating to definedcontribution obligations totals Euros 6,292 thousand (Euros 6,758 thousandin 2010). See Notes 18 and 11. 130
iv) Purchase of assets and services purchases 2011 2010 Purchases of assets: Acquisition of property, plant and equipment 38,691 54,831 Work completion certificates - 2,990 Finance leases 978 2,977 39,669 60,798 Services purchased: Receipt services 7,120 11,545 Credit card commissions 3,741 3,062 10,861 14,607v) Obligations and contingenciesThe limit granted by related entities and not drawn down on the creditfacilities given at the year end totals Euros 253,416 thousand (Euros208,458 thousand in 2010).There are facilities for guarantees with related entities limited to Euros120,862 thousand (Euros 241,759 thousand in 2010). At the end of theyear an amount of Euros 83,999 thousand has been drawn down (Euros135,934 thousand in 2010).Furthermore, there is an arrangement with the shareholders of Alazordescribed in Note 21.c) AssociatesThe most significant transactions with associates relate to accrued dividends(Euros 84,156 thousand in 2011 and Euros 76,021 thousand in 2010 - ofwhich at the balance sheet date Euro 6,967 thousand were outstanding,which have been collected in 2011 -, see Note 8). The balances at the 2011and 2010 year ends with associates are broken down in Notes 11 and 14. 131
d) Other information on the Board of DirectorsIn accordance with the provisions of article 229 and 230 of the SpanishCorporate Entities Act, designed to increase the transparency of listedcompanies, and publishing disclosure from directors, we set out below thecompanies with the same, similar or complementary activity as that ofAbertis Infraestructuras, S.A. in which members of the Board of Directors orpersons related to them, have direct or indirect shareholdings, orundertake functions, as the case may be, as well as the offices held incompanies with the same, analogous or complementary activity as thatwhich constitutes the corporate purpose of Abertis Infraestructuras, S.A.,are set out below: Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Several Administrator Saba Management of car (since 11/04/11) Infraestructuras, parks and logistics 0.0263 and Board Member S.A. facilities and Chairman (since 14/12/11) Chairman and Chief Executive Autopistas, Officer (up to Concesionaria Toll motorway operator --- 05/10/11) and Española, S.A. Several Administrator (since 05/10/11)Salvador Alemany Mas Abertis Autopistas Several Toll motorway operator --- España, S.A. Administrator Board Member (up Iberpistas, S.A. to 05/10/11) and Concesionaria del Toll motorway operator --- Several Estado Administrator (since 05/10/11) Autopistes de Catalunya, S.A. Several Concessionària de la Toll motorway operator --- Administrator Generalitat de Catalunya, Aucat Brisa Auto-estradas Board Member Toll motorway operator --- de Portugal, S.A. (until 15.04.11) 132
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Infraestructures Viàries de Construction, Catalunya, S.A. maintenance and Several --- Concessionària de la operation of toll Administrator Generalitat de motorway concessions Catalunya Autopistas Aumar, Several S.A. Concesionaria Toll motorway operator --- Administrator del Estado (since 05/10/11) Chief Executive Saba Car park operations --- Officer (until Aparcamientos, S.A. 20/12/11) Service area Areamed 2000, S.A. --- Vice-Chairman operations Development and Parc Logístic de la Vice-Chairman operations of logistics --- Zona Franca, S.A. (until 15/06/11) facilitiesSalvador Alemany Management and Mas Consorci de Parcs Vice-Chairman operations de logistics --- Logístics, S.L. (from 08/04/11) platforms Development and Centro Intermodal operations of logistics --- Vice-Chairman de Logística, S.A. facilities Chairman and Chief Executive Officer (up to Abertis Telecom, Telecommunications --- 05/10/11) and S.A. services Several Administrator (since 05/10/11) Telecommunications Several Retevisión I, S.A. --- infrastructure operator Administrator Tradia Telecom, Telecommunications Several --- S.A. infrastructure operator Administrator Airport development, Abertis Airports, construction, Several --- S.A. management and Administrator operations 133
Name orregistered name Shareholding Name of the of the director company Activity Duties / OfficeRamona Canals Puy Saba Management of car(person related Mr. Infraestructuras, parks and logistics 0.0027 --- Alemany) S.A. facilities Telefónica, S.A. Telecommunications 0.01 Vice-ChairmanIsidro Fainé Casas Telecom Italia Telecommunications 0.004 --- ACS, Actividades de Construcción y Chairman and Florentino Pérez Servicios, S.A. Construction and (*) 12.52 Chief Executive Rodríguez (through services Officer Inversiones Vesan, S.A.) Saba Management of car Infraestructuras, parks and logistics 0.1353 --- S.A. facilities G3T, S.L. Iberpistas, S.A. Board Member Concesionaria del Toll motorway operator --- (until 05.10.11) Estado Autopistas, Several Concesionaria Toll motorway operator --- Administrator Española, S.A. (since 05/10/11) Autopistes de Catalunya, S.A. Several Concessionària de la Toll motorway operator --- Administrator Generalitat de (since 01.09.11) Catalunya, Aucat Holding company of motorway companies Several Francisco Reynés Abertis México, S.L. and technical --- Administrator Massanet assistance investee (since 01.09.11) companies Infraestructures Viàries de Construction, Several Catalunya, S.A. maintenance and --- Administrator Concessionària de la operation of toll (since 01.09.11) Generalitat de motorway concessions Catalunya Infrastructure Several Gestión Integral administration and --- Administrator Concesiones, S.A. management (since 01.09.11) 134
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Castellana de Several Autopistas, S.A. Toll motorway operator --- Administrator Concesionaria del (since 01.09.11) Estado Autopista Vasco Aragonesa, Concesionaria Toll motorway operator --- Board Member Española, S.A. (avasa) Iberpistas, S.A. Several Concesionaria del Toll motorway operator --- Administrator Estado (since 05/10/11) Autopistas Aumar, Several S.A. Concesionaria Toll motorway operator --- Administrator del Estado (since 05/10/11) Several Abertis Autopistas Toll motorway operator --- Administrator España, S.A. (since 01.09.11)Francisco Reynés Massanet Autopistas de León, Several S.A. Concesionaria Toll motorway operator --- Administrator del Estado (since 01.09.11) Several Abertis Telecom, Telecommunications --- Administrator S.A. services (since 05/10/11) Several Tradia Telecom, Telecommunications --- Administrator S.A. infrastructure operator (since 01.09.11) Several Telecommunications Retevisión I, S.A. --- Administrator infrastructure operator (since 01.09.11) Board Member (until 08/11/2011) and natural person representative of Eutelsat Telecommunications --- the Board Member Communications satellite operator Abertis Infraestructuras, S.A. (since 08/11/11) 135
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Board Member (until 07.11.2011) and natural person representative of Telecommunications Eutelsat, S.A. --- the Board Member satellite operator Abertis Infraestructuras, S.A. (since 07.11.11) Hispasat, S.A. Satellite operator --- Board Member Airport development, Several Abertis Airports, construction, --- Administrator S.A. management and (since 01.09.11) operations Francisco Reynés Desarrollo de Several Massanet Holding company and Concesiones --- Administrator technical assistance Aeroportuarias, S.L. (since 01.09.11) Airport development, Several Abertis Americana, construction, Administrator S.L. management and (since 01.09.11) operations Airport holding TBI, Ltd. --- Board Member company Société des Autoroutes du nord Toll motorway operator --- Board Member et de l’est de la France (Sanef) Provision of services of Serviabertis, S.L. toll operations --- General Manager managementMarcelino Armenter Telefónica, S.A. Telecommunications 0.000 --- Spouse and Telefónica, S.A. Telecommunications 0.000 --- children ACS, Actividades de Construction and Corporate General Construcción y 0.108 Ángel García services Manager Servicios, S.A. Altozano Abertis Telecom, Telecommunications Board Member --- S.A. services (until 05.10.11) 136
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Saba Board Member Car park operations --- Aparcamientos, S.A. (until 20.12.11) Representative of the Sole ACS Telefonía Móvil, Telecommunications Administrator ACS, --- S.L. services Actividades de Construcción y Servicios, S.A. ACS, Servicios y Services and --- Board Member Concesiones, S.L. concessions ACS, Servicios, Services, Comunicaciones y communications and --- Board Member Energía, S.L. energy Representative of the Sole Administrator ACS, Admirabilia, S.L. Holding company Actividades de Ángel García Construcción y Altozano Servicios, S.A. Representative of the Sole Administrator ACS, Áurea Fontana, S.L. Holding company --- Actividades de Construcción y Servicios, S.A. Representative of the Sole Administrator ACS, Cariátide, S.A. Holding company --- Actividades de Construcción y Servicios, S.A. Clece, S.A. Integrated services --- Board Member Representative of the Sole Corporate Funding, Administrator ACS, Holding company --- S.L. Actividades de Construcción y Servicios, S.A. 137
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Construction and Dragados, S.A. --- Board Member services Construction and Hochtief A.G. --- Board Member services Iridium Concesiones Infrastructure de Infraestructuras, --- Board Member concessions S.A. Representative of the Sole Administrator ACS, Mayor Assets, S.L. Holding company --- Actividades de Construcción y Servicios, S.A. Representative of the Sole Administrator ACS, Novovilla, S.A. Holding company --- Actividades de Construcción y Servicios, S.A. Ángel García Altozano Representative of the Sole Administrator ACS, PR Pisa, S.A. Energy --- Actividades de Construcción y Servicios, S.A. Representative of the Sole Residencial Monte Administrator ACS, Energy --- Carmelo, S.A. Actividades de Construcción y Servicios, S.A. Representative of the Sole Administrator ACS, Roperfeli, S.A. Energy --- Actividades de Construcción y Servicios, S.A. Trebol International Holding company --- Board Member BV Urbaser, S.A. Environment --- Board Member 138
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Representative of the Sole Administrator ACS, Villa Áurea, S.L. Holding company --- Actividades de Construcción y Servicios, S.A. Ángel García Altozano Representative of the Sole Administrator ACS, Villanova, S.A. Holding company --- Actividades de Construcción y Servicios, S.A. Telecommunications Xfera Móviles, S.A. --- Chairman services Telefónica Telecommunications --- Board Member Internacional Miguel AngelGutiérrez Méndez Board Member Telesp-Brasil Telecommunications --- (until 07.11.11) Autopistas Aumar, Board MemberErnesto Mata López S.A. Concesionaria Toll motorway operator --- (until 05.10.11) del Estado Representative of the Board Member Caixa d’Estalvis Saba Car park operations --- Unió de Caixes de Aparcamientos, S.A. Manlleu, Sabadell iEnric Mata Tarragó Terrassa (UNNIM) (until 26.04.11) (until 23.03.11) Caixa d’Estalvis Unió de Caixes de Public car park --- General Manager Manlleu, Sabadell i Terrassa (UNNIM) ACS, Actividades de Construction and Construcción y 0.0016 Vice-Chairman services Servicios, S.A. Pablo Vallbona Vadell Iberpistas, S.A. Chairman (until Concesionaria del Toll motorway operator --- 05.10.11) Estado 139
Name orregistered name Shareholding Name of the of the director company Activity Duties / Office Gónzalo Gortázar France Telecom Telecommunications 0.0001 --- Rotaeche Saba Management of car Leopoldo Rodés Infraestructuras, parks and logistics 0.0005 --- Castañé S.A. facilities(*) 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 SpanishCorporate Entities Act, the directors and persons related to them havedisclosed that they do not have any direct or indirect conflicts of interestwith the company, except for Mr. Isidro Fainé Casas, Mr. MarcelinoArmenter Vidal, Mr. Ricardo Fornesa Ribó, Mr. Gonzalo Gortázar Rotaeche,Mr. Manuel Raventós Negra and Mr. Leopoldo Rodés Castañé, boardmembers representing significant shareholders proposed by CriteriaCaixaCorp, who have abstained from intervening in resolutions or decisionsrelating to financing operations involving the aforementioned related party,as well as Mr. Ángel García Altozano and Mr. Pablo Vallbona Vadell, boardmembers representing significant shareholders proposed by de ACS.28. SHARE-BASED PAYMENTSAs at year end 2010, on 31 December 2011, as part of the Group’sremuneration policy, abertis maintains the following share options plans forAbertis 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 140
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 subsidiariesAll four Plans have a 3-year vesting period in order to exercise the optionsas from the date they are given, at the end of which, the management andkey 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 inPlan 2007 (representing 0.11% of the share capital of the Company), up toa maximum of 1,200,000 options in Plan 2008 (representing 0.19% of theCompany’s share capital), and up to a maximum of 1,420,000 options inPlan 2009 (representing 0.21% of the Company’s share capital), and Plan2010 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 andPlan 2007 has been as follows: Plan 2010 Plan 2009 Plan 2008 Plan 2007 (maturing in 2015) (maturing in 2014) (maturing in 2013) (maturing in 2012) Exercise Exercise Exercise Exercise Number of price (3) Number of price (4) Number of price (5) Number of price (6) options (€/share) options (€/share) options (€/share) options (€/share)At 1 January2011 1,919,925 13.88 1,602,129 10.94 1,240,408 17.72 799,081 19.90Extraordinarydividend and returnof contribution toshareholders (1) - (1.07) - (1.07) - (1.07) - (1.07)Bonus share issue (2) 88,635 (0.61) 74,533 (0.47) 51,482 (0.79) 33,901 (0.90)Disposals (164,081) - (115,901) - (224,774) - (133,065) -At 31 December2011 1,844,479 12.20 1,560,761 9.40 1,067,116 15.86 699,917 17.93 (1) Adjustment in 2011 of the exercise price of the different option plans as a result of the impact on the share price of Abertis Infraestruturas, S.A. paying an extra interim dividend for the 2011 profits of €0.67/share and payment of an extraordinary dividend charged to the share premium account of €0.40/share as the return of contributions to shareholders. (2) Effect in 2011 on the options granted of the bonus share issue charged to share premium account in the proportion of 1 new share for every 20 old shares adopted by the General Meeting of Shareholders of 21 June 2011, as per Plan 2007, Plan 2008, Plan 2009 and Plan 2010. (3) For Plan 2010 an exercise price for the options was established at the average share price of Abertis Infraestructuras, S.A. from 4 January 2010 until 26 April 2010, both inclusive (€14.57/share) adjusted by the effect of possible share bonus issues and other impacts. (4) 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 (€12.06/share) adjusted by the effect of possible share bonus issues and other impacts. (5) 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 (€20.51/share) adjusted by the effect of possible share bonus issues and other impacts. 141
(6) For Plan 2007 an exercise price for the options has been established at the average share price of Abertis Infraestructuras, S.A. during the fifteen days prior to the General Meeting of Shareholders of 13 June 2007 (€24.19/share) adjusted by the effect of possible share bonus issues and other impacts. Plan 2010 Plan 2009 Plan 2008 Plan 2007 (maturing in 2015) (maturing in 2014) (maturing in 2013) (maturing in 2012) Exercise Exercise Exercise Exercise Number of price (2) Number of price (3) Number of price (4) Number of price (5) options (€/share) options (€/share) options (€/share) options (€/share)At 1 January2010 - - 1,484,700 11.49 1,202,813 18.60 768,877 20.89Options granted 1,836,000 14.57 - - - - - -Bonus share issue (1) 91,800 (0.69) 76,628 (0.55) 59,333 (0.88) 38,024 (0.99)Additions - - 78,750 - - - - -Disposals (7,875) - (37,949) - (21,738) - (7,820) -At 31 December2010 1,919,925 13.88 1,602,129 10.94 1,240,408 17.72 799,081 19.90 (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 was 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 and other impacts. (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 and other impacts. (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 and other impacts. (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 fifteen days prior to the General Meeting of Shareholders of 13 June 2007 (€24.1887/share) adjusted by the effect of possible share bonus issues and other impacts.The fair value of the options given under Plan 2010, Plan 2009, Plan 2008and Plan 2007 is charged to the consolidated income statement for the yearas a personnel expense in the period right is generated, as indicated in Note3.l.iii. The breakdown of the fair value of the different Plans and theircharges to the consolidated income statement for the year is a follows: 2011 2010 Plan Plan Plan Plan Plan Plan Plan Plan 2010 2009 2008 2007 Total 2010 2009 2008 2007 Total Fair value 3,496 3,459 4,275 3,750 14,980 3,496 3,459 4,275 3,750 14,980 Personnel expenses (1) (see Note 20.c) 1,146 1,249 (351) - 2,044 820 1,305 1,604 825 4,554 (1) As indicated in Note 3.l.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. 142
The main assumptions used in the valuation of these stock option plans atthe date they are given are as follows: Plan 2010 Plan 2009 Plan 2008 Plan 2007Valuation model Hull & White Hull & White Hull & White Hull & WhiteOption exercise price (€/share) 14.5700 12.0600 20.5100 24.1887Date given 28.04.2010 01.04.2009 02.04.2008 14.06.2007Maturity 28.04.2015 01.04.2014 02.04.2013 14.06.2012Term of option to maturity 5 years 5 years 5 years 5 yearsTerm of option until first exercise date 3 years 3 years 3 years 3 yearsOption type “Call / “Call / “Call / “Call / Bermuda” Bermuda” Bermuda” Bermuda”Spot price (€/share) 13.03 11.99 21.00 22.19Forecast 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.The Hull & White model used, unlike others, enables one to input all theterms and conditions of the incentive plan. This model allows for the inputof aspects such as the loss of the exercise right due to resignation beforethe first three years, the early exercising far from the optimal moment andthe periods in which the right cannot be exercised. The model also allowsfor the input of employee leaver ratios based on their role in the company’sorganisational chart.abertis has sufficient treasury shares to meet the potential payout ofshares.On 2 April 2011 the consolidation period of Plan 2008 ended, with no optionhaving been exercised at year-end 2011, as occurred with Plan 2007, whoseconsolidation period ended in June 2010. 143
29. OTHER INFORMATIONa) Remuneration of auditorsDuring 2011 the fees invoiced by PricewaterhouseCoopers Auditores, S.L.and other companies trading under PwC for auditing the annual accounts ofthe Group companies have totalled Euros 319 thousand and Euros 558thousand, respectively (Euros 381 thousand and Euros 931 thousand in2010, respectively, considering the impact of the sale of the car parks andlogistics facilities businesses previously classified as discontinuedoperations).In addition, the fees invoiced during the year for other services provided byother companies trading under PwC as result of tax advice and otherservices provided to the Group have totalled Euros 346 thousand and Euros1217 thousand respectively (Euros 337 thousand and 690 thousand in2010, considering the impact of the sale of the car parks and logisticsfacilities businesses which had previously been classified as discontinuedoperations).In addition, the fees invoiced in 2011 by other auditors relating to the auditof the annual accounts of Group companies and to other services renderedtotalled Euros 683 thousand and Euros 1,223 thousand (Euros 224thousand and Euros 532 thousand in 2010, considering the impact of thesale of the car parks and logistics facilities businesses which had previouslybeen classified as discontinued operations).b) Financial planIn accordance with the provisions of current legislation, the operatorcompanies of Spanish motorways have their respective financial plansapproved by the corresponding Administration.c) Concession contractsThe main concession contracts held by the abertis Group relate to themaintenance and operation by the concessionary companies of differentmotorways managed by the Group, and at the end of the concession termthe infrastructure must be returned in perfect condition to the grantingbody. Furthermore, the toll rate is indexed to inflation through specificformulas for each concession. 144
The main concession contracts of the subsidiary companies of the abertisGroup, 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 for the construction, conservation and operation of motorways entered into by the Ministry of Public Works and acesa of the AP-7 and AP-2 motorways, which terminates 31 August 2021 (awarded in 1967). Subsequent to the aforementioned concession contract and without an extension of the deadline, an agreement was entered into with the granting administration (amending certain aspects of the concession contract) to extend the AP-7 motorway between la Jonquera and Vilaseca/Salou, which involves expanding it to three lanes over 123 km with a planned investment of Euros 500 million (see Note 11). Concession contract for the construction, conservation and operation of motorways entered into by the Catalan Regional Government and invicat for the C-32, C-31 and C-33 motorways of the Catalan Regional Government, which terminates on 31 August 2021 (awarded 1967). Subsequent to the concession contract and without an extension of the deadline, an agreement was entered into (amending certain aspects of the concession) with the granting administration setting the general conditions for adapting and modifying the extended stretch of the C-32 motorway between Palafolls and the connection with 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 planned investment of Euros 96 million (see Note 11). 145
Concession contract entered into by the Catalan Government and aucatfor the construction, maintenance and operation of the C-32 Pau Casalsmotorway.The concession terminates on 26 January 2039 (1989 was the year ofadjudication). Concession contract entered into by the Ministry of PublicWorks and aumar for the construction, maintenance and operation ofthe toll Motorways AP-7 (Tarragona-Valencia and Valencia-Alicante) andAP-4 (Seville-Cadiz), which terminates on 31 October 2019.Concession contract entered into by the Ministry of Public Works andiberpistas for the construction, maintenance and operation of theVillalba-Adanero Motorway (AP-6), which terminates on 29 January2018 (1968 was the year of adjudication). Subsequent to theconcession arrangement and without extending its expiry date, anarrangement 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 70 million (See Note11).Concession contract entered into by the Ministry of Public Works andcastellana for the construction, maintenance and operation of thestretches of the AP-6 toll motorway connection with Segovia (AP-61)and AP-6 connection with Ávila (AP-51), which terminates in November2031 (1999 was the year of adjudication). According to the terms of theconcession arrangement, and based on the traffic flow during the periodbetween November 2015 and November 2019, the term of theconcession could be extended until November 2036.Concession contract entered into by the Ministry of Public Works andavasa for the construction, maintenance and operation of the Bilbao-Zaragoza section of the Ebro Motorway, now known as the AP-68motorway, which terminates on 11 November 2026 (1973 was the yearof adjudication).Concession contract entered into by the Ministry of Public Works andaulesa for the construction, maintenance and operation of the León-Astorga toll motorway, which terminates on 11 March 2055 (2000 wasthe year of adjudication).Concession contract entered into by the Regional Government of Madridand Trados 45 for the construction, maintenance and operation of theO’Donnell – N-IV stretch of the M-45 Road in Madrid, which terminatesin August 2029. 146
Concession contract entered into by the Argentine Government andGCO for the construction, maintenance and operation of the Autopistadel Oeste, which terminates on 31 December 2018.Concession contract entered into by the Ministry of Public Works ofChile and Autopista Central for the construction, maintenance andoperation of the North – South corridor and the General Velásquezcorridor, both in the city of Santiago de Chile, which terminates on 3July 2031.Concession contract entered into by the Ministry of Public Works ofChile and Rutas del Pacífico for the construction, maintenance andoperation of the trunk Santiago – Valparaíso – Viña del Mar trunk andthe Southern Trunk, with a maximum term of 25 years, August 2024.Concession contract entered into by the Ministry of Public Works ofChile and Sociedad Concesionaria del Elqui, S.A. (elqui) for theconstruction, 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, Transportand Motorways of Puerto Rico and Company S.E. (apr) for theconstruction, maintenance and operation of the Teodor Moscoso Bridgein San Juan De Puerto Rico, last amended on 2 September 2009. Theconcession terminates in February 2044.Concession contract entered into by the Unidad Administrativa Especialde la Aeronáutica Civil (Special Civil Aeronautic Administrative Unit) andcodad for the construction, maintenance and operation of the first andsecond runway of the El Dorado Airport in the city of Bogota, Colombia,which finishes on August 2015.This concession contemplates minimum guaranteed revenues, which,amongst others, has meant it is subject to IFRIC 12, using the financialmodel. Therefore, the concession is booked as a financial asset whoseamount is decreased as net compensation is received during the year,and is increased as financial income accrues from the collection rightbooked. Furthermore, only operating income that is related to themaintenance expenses of the concession is recorded, along with itsrespective margin. (see Note 3.d.ii) 147
TBI operates five airports under concession: London Luton: 9.5 million passengers in 2011 (8.8 million in 2010). The concession expires in August 2028. Orlando Sandford: 1.6 million passengers in 2011 (1.1 million in 2010). The concession expires in August 2037. La Paz, Santa Cruz and Cochabamba: Bolivian airports with 4.1 million passengers in 2011 (3.7 million in 2010). Concessions terminate in March 2022.DCA owns companies operating 14 airports under concession (excluding theavailable-for-sale investment in SCL, which manages the Arturo MerinoInternacional Airport in Santiago de Chile): Sangster International Airport (Montego Bay, Jamaica), 3.3 million passengers in 2010 (3.3 million in 2010). The concession terminates in April 2033. Alfonso Bonilla Airport (Cali, Colombia), 3.1 million passengers in 2010 (3.1 million in 2010). 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 2011 (20.2 million in 2010). The concessions terminate in November 2048.The booking of the airport concession contracts of tbi and dca are notsubject to the application of IFRIC 12 as they do not meet all of therequirements established under IFRIC 12 (mainly since they are concessionswithout a regulated price). 148
30. SUBSEQUENT EVENTSIn addition to that indicated in Note 21, on 12 January 2012, abertis(acting through its Spanish subsidiary Abertis Telecom S.A.U, of which it isthe sole shareholder) began a private placement process among qualifiedinvestors of 35,218,237 shares of Eutelsat Communications, S.A. (Eutelsat),representing 16% of its share capital. The placement was carried out bymeans of a procedure known as "accelerated placement" and terminated on13 January 2012. As a result, the aforementioned shareholding was sold ata price of €27.85/share, equivalent to Euros 981 million, leading to a netgain for consolidated purposes in 2012 of Euros 394 million. As a result ofthis operation, abertis maintains a 15.35% stake in the share capital ofEutelsat.Finally, it should be pointed out that on 21 February 2012 abertis (actingthrough its Spanish subsidiary Abertis Telecom S.A.U, of which it is the soleshareholder) reached an agreement with Telefónica de Contenidos, S.A.U.to purchase 13.23% of the share capital of Hispasat, S.A. for Euros 124million. This transaction is subject to, inter alia, approval by the Council ofMinisters, and consolidates abertis as the leading shareholder of Hispasatwith a direct stake of 46.6% ***************Barcelona, 21 February 2012 149
APPENDIX I. Subsidiaries in the consolidation scope Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interestDIRECTSHAREHOLDINGSS Abertis Infraestructuras Prins bernhardptin, 200 1097JB Full 2,000 100.00% abertis Financial services PwC Finance, B.V. Ámsterdam (Netherlands) consolidation Full Administrative and technological Serviabertis, S.L. Av. Parc Logístic, 12-20 Barcelona 12,003 100.00% abertis PwC consolidation management servicesToll motorwayoperations Abertis Motorways UK, Hill House, 1 Little New Street, Full 23,363 100.00% abertis Holding company PwC Ltd. London EC4A 3TR United Kingdom consolidation Abertis Infraestructuras Ruta 68, km. 17,900. (1) Full Chile Limitada (abertis 88,208 100% abertis Toll motorway operator PwC Pudahuel, Santiago (Chile) consolidation Chile) Development and management of 1737 H ST NW, 2nd floor, Full Abertis USA Corp. 447 100.00% abertis transport and communication - Washington DC 2006 consolidation infrastructures Abertis Autopistas Av. Parc Logístic, 12-20 08040 Full Study, development and 551,533 100.00% abertis PwC España, S.A. Barcelona consolidation construction of civil infrastructure Avda. General Norton de Matos 21ª, Abertis Portugal SGPS, Full Miraflores 1495-147, Arquiparque 578,161 100.00% abertis Holding company PwC S.A. consolidation Algés Oeiras (Portugal) Construction, maintenance and Av. Parc Logístic, 12-20 08040 Full Abertis México 3 100.00% abertis operation of toll motorway - Barcelona consolidation concessions Gestión Integral de Av. Parc Logístic, 12-20 08040 Full Infrastructure administration and 60 100.00% abertis -Concesiones S.A.(GICSA) Barcelona consolidation management (1) Shareholding abertis: 100%. Direct 99.98%; indirect through Gicsa 0.02%. Montellanos Sector Embalse SanAutopistas de Puerto Rico Full José - San Juan de Puerto Rico 22,416 100.00% abertis Infrastructure operator PwC y Compañía, S.E. (APR) consolidation 00923 (Puerto Rico) 150
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interest Montellanos Sector Embalse San Full Infrastructure administration and Autopistas Corporation José San Juan de Puerto Rico - 100.00% abertis - consolidation management 00923 (Puerto Rico) Inversora de Av. Parc Logístic, 12-20 08040 Full Infraestructuras, S.L. 393,043 57.70% abertis Holding company PwC Barcelona consolidation (INVIN)Holding d’Infrastructures 30, Boulevard Gallieni 92130 Issy- Full 931,507 52.55% abertis Holding company PwC de Transport, S.A.S les-Moulineaux, France consolidation Av. Parc Logístic, 12-20 08040 Full Construction, maintenance and Abertis Americana, S.L. 3 100.00% abertis - Barcelona consolidation operation of civil airports 1737 H Street NW, Suite 200 FullAbertis USA Holding LLC - 100.00% abertis Dormant - Washington DC, 20006 consolidationTelecommunications Full Other Abertis Telecom, S.A. Av. Parc Logístic, 12-20 Barcelona 326,433 100.00% abertis Telecommunications services consolidation auditorsAirports Airport development, Av. Parc Logístic, 12-20 08040 Full Other Abertis Airports. S.A. 34,704 100.00% abertis construction, management and Barcelona consolidation auditors operations TBI House Airport Concesion and 72-104 Frank Lester Way Full Other Development Limited 711,877 90.00% abertis Holding company London Luton Airport consolidation auditors (ACDL) Luton - Bedfordshire LU2 9NQCompañía de Desarrollo Aeropuerto El Dorado, Muelle Full Airport construction and Other Aeropuerto Eldorado, Internacional piso 2 Costados Sur 45,751 85.00% abertis consolidation maintenance auditors S.A.(CODAD) Bogotá D.C. ColombiaINDIRECTSHAREHOLDINGS 151
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interestThrough AbertisAutopistas abertis Autopistas, C.E.S.A. Av. Parc Logístic, 12-20 08040 Full 3,578,000 100.00% Autopistas Toll motorway operator PwC (ACESA) Barcelona consolidation España, S.A. abertis Autopistas Aumar, Full Paseo de la Alameda, 36, Valencia 903,000 100.00% Autopistas Toll motorway operator PwC S.A.C.E. (AUMAR) consolidation España, S.A. abertis Full Iberpistas, S.A.C.E. Pío Baroja, 6, Madrid 553,000 100.00% Autopistas Toll motorway operator PwC consolidation España, S.A. abertis Construction, maintenance and Infraestructuras Viàries Av. Parc Logístic, 12-20 08040 Full 457,000 100.00% Autopistas operation of toll motorway PwC de Catalunya, S.A. Barcelona consolidation España, S.A. concessionsAutopistes de Catalunya, Av. Parc Logístic, 12-20 08040 Full 162,352 100.00% Acesa Toll motorway operator PwC S.A. (AUCAT) Barcelona consolidationGrupo Concesionario del Ruta Nacional nº7, km25,92 Full 24,498 48.60% Acesa Toll motorway operator PwC Oeste, S.A. (GCO) (2) Ituzaingó (Argentina) consolidationCastellana de Autopistas, Full Pío Baroja, 6. Madrid 248,730 100.00% Iberpistas Toll motorway operator PwC S.A.C.E. consolidation Autopistas de León, Villadangos del Páramo. Ctra. Santa Full 54,752 100.00% Iberpistas Toll motorway operator PwC S.A.C.E. (AULESA) María del Páramo. León consolidation Autopistas Vasco- Barrio de Anuntzibai, s/n 48410 Full Aragonesa, C.E.S.A. 652,948 100.00% Iberpistas Toll motorway operator PwC Orozco. Vizcaya consolidation (Avasa)Through AbertisInfraestructuras Chile Abertis Autopistas Chile Ruta 68, km. 17,900. Full 162,589 100% Abertis Chile Holding company PwC Ltda. Pudahuel, Santiago (Chile) consolidation (2) The shares of GCO are listed on the Buenos Aires stock exchange. The average quotation for the last quarter of 2011 was Argentine Pesos 1.55. At the year end ,the quotation was Argentine Pesos 1.65. 57.6% of the voting rights are held. 152
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interest Abertis Chile / Gestora de Autopistas, Ruta 68, km. 17,900. (3) Full 1,309 100% Abertis Toll motorway operator PwC S.A. (GESA) Pudahuel, Santiago (Chile) consolidation autopistas Chile Abertis Chile / Sociedad Concesionaria Ruta 68, km. 17,900. (4) Full 116,757 100% Abertis Toll motorway operator PwC del Elqui, S.A. (Elqui) Pudahuel, Santiago (Chile) consolidation autopistas ChileThrough Inversora deInfraestructuras, S.L. Ruta 68, km. 17,900. Invin, S.L. / Full Ladecon, S.A. Pudahuel, Santiago (Chile) 53,196 57.70% Inversiones Investment company PwC consolidation Nocedal, S.A. Ruta 68, km. 17,900. FullInversiones Nocedal, S.A. 81,127 57.70% Invin, S.L. Investment company PwC Pudahuel, Santiago (Chile) consolidationThrough abertisautopistas de Chile Abertis Operadora del Pacífico, Km.17,900 Ruta 68, Pudahuel, 78.85% Full Road maintenance, conservation 906 (5) autopistas Chile PwC S.A. Santiago (Chile) consolidation of operations / Invin, S.L. Abertis Km.17,900 Ruta 68, Pudahuel, 78.85% Full Rutas del Pacífico 146,134 (6) autopistas Chile Toll motorway operator PwC Santiago (Chile) consolidation / Ladecon, S.A. Abertis Development execution and Km.17,900 Ruta 68, Pudahuel, 78.85% Full Rutas II, S.A. 224 (6) autopistas Chile administration of all types of real PwC Santiago (Chile) consolidation / Ladecon, S.A. estate projects(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%.(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%. 153
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interestThrough Holdingd’Infrastructures deTransport, S.A.S Holding SANEF (Sociétés des 30, Boulevard Gallieni 92130 Issy- dInfrastructures Full Autoroutes du Nord-Est 4,443,678 52.55% Toll motorway operator PwC les-Moulineaux, France de Transport, consolidation de la France) S.A.S Holding Rokin 55, 1012 KK Amsterdam. dInfrastructures Full HIT Finance BV 2,000 Holding company PwC Holland 52.55% de Transport, consolidation S.A.S SAPN (Société des 30, Boulevard Gallieni 92130 Issy- Full autoroutes Paris- 599,909 Sanef Toll motorway operator PwC les-Moulineaux, France 52.53% consolidation Normandie) Full Sanef d.o.o Savska 106 10000 Zagreb. Croatia 3 52.55% Sanef Engineering services PwC consolidation 30, Boulevard Gallieni 92130 Issy- Full Eurotoll 3,000 52.55% Sanef Toll transaction processing PwC les-Moulineaux, France consolidation Building Cloushaugh Business & Full Design and maintenance of toll Bet Eire Flow Technology Park 847 52.55% Sanef PwC consolidation operating infrastructures Dublin 17 Ireland Strakova, 1 811 01 Bratislava Full Slovtoll, s.r.o. 31 52.55% Sanef Toll transaction processing PwC Slovakia consolidation Strakova, 1 811 01 Bratislava Full Santoll, s.r.o. 11 52.55% Sanef Toll transaction processing PwC Slovakia consolidation Priory Park, Bunkers Hill Abeford, Full Sanef Tolling 148 52.55% Sanef Toll transaction processing Leeds LS25 3DF England consolidation PwC 30, Boulevard Gallieni 92130 Issy- Full Sanef Concession 37 52.48% Sanef Dormant PwC les-Moulineaux, France consolidation 30, Boulevard Gallieni 92130 Issy- Full Toll motorway management and Sanef Aquitaine 500 52.55% Sanef PwC les-Moulineaux, France consolidation operations Route de Sartrouville 78 Montesson, Full Toll motorway management and SEA14 37 52.53% Sapn PwC France consolidation operations 154
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interestThrough AbertisTelecom Av. Parc Logístic, 12-20 Full Telecommunications Other Retevisión I, S.A. 175,864 100.00% Abertis Telecom Barcelona consolidation infrastructure operator auditors Av. Parc Logístic, 12-20 Full Telecommunications Other Tradia Telecom, S.A. 107,496 100.00% Abertis Telecom Barcelona consolidation infrastructure operator auditors Development, implementation, Gestora del Espectro, Av. Parc Logístic, 12-20 Retevisión I, Full 3 100.00% management and marketing of - S.A. Barcelona S.A. consolidation telecommunication servicesThrough ACDL TBI House 72-104 Frank Lester Way Full Other TBI Ltd 664,954 90.00% ACDL Holding company London Luton Airport consolidation auditors Luton - Bedfordshire LU2 9NQ TBI House 72-104 Frank Lester Way Full Other TBI Finance Ltd 0 90.00% TBI Ltd Dormant London Luton Airport consolidation auditors Luton - Bedfordshire LU2 9NQ c/o Corporation Trust Center, 1209 Airport Group Orange Street, Wilmington, Full Other International Holdings 0 90.00% TBI Ltd Dormant Delaware 19801, United States of consolidation auditors LLC America TBI HouseTBI International Airports 72-104 Frank Lester Way Full Other 0 90.00% TBI Ltd Dormant Limited London Luton Airport consolidation auditors Luton - Bedfordshire LU2 9NQ TBI House 72-104 Frank Lester Way Full Other TBI Aviation Limited 0 90.00% TBI Ltd Dormant London Luton Airport consolidation auditors Luton - Bedfordshire LU2 9NQ c/o PricewaterhouseCoopers LLP, 24TBI Financial Investments Full Other Great King Street, Edinburgh, EH3 19 90.00% TBI Ltd Dormant Limited consolidation auditors 6QN 155
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interest Stockholm Skavsta TBI Airport Full Airport management and Other Box 44, 611 22 Nyköping, Sweden 28,529 81.09% Flygplats AB Holdings Limited consolidation operations auditors TBI House TBI Global ( Business 72-104 Frank Lester Way Full Other 154 90.00% TBI Ltd Dormant Travel) Limited London Luton Airport consolidation auditors Luton - Bedfordshire LU2 9NQ c/o Corporation Service Company, 2711 Centreville Road, Suite 400, TBI (US) Full Other TBI US Operations Inc 122,832 90.00% Holding company Wilmington, Delaware, 19808, Holdings Limited consolidation auditors EEUU TBI House Belfast International 72-104 Frank Lester Way TBI Airport Full Other 86,675 90.00% Holding companyAirport Holdings Limited London Luton Airport Holdings Limited consolidation auditors Luton - Bedfordshire LU2 9NQ TBI House LLAG Investors (UK) 72-104 Frank Lester Way TBI Airport Full Other 0 90.00% Holding company Limited London Luton Airport Holdings Limited consolidation auditors Luton - Bedfordshire LU2 9NQ TBI House Cardiff International 72-104 Frank Lester Way TBI Airport Full Airport management and Other 45,973 90.00% Airport Limited London Luton Airport Holdings Limited consolidation operations auditors Luton - Bedfordshire LU2 9NQ c/o Corporation Service Company,TBI Overseas Holdings 2711 Centreville Road, Suite 400, TBI US Full Other 109,859 90.00% Holding company Inc Wilmington, Delaware, 19808, Operations Inc consolidation auditors United States of America 3212 Red Cleveland Boulevard, Orlando Sanford TBI US Full Airport management and Other Suite 210, Sanford, Florida, 17,681 90.00% International Inc Operations Inc consolidation operations auditors FL32773, United States of America 2711 Centreville Road, Suite 400,TBI Real Estate Holdings TBI US Full Other Wilmington, Delaware 19808, 2,431 90.00% Real estate LLC Operations Inc consolidation auditors United States of America 156
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interest c/o Corporation Service Company,TBI Airport Management 2711 Centreville Road, Suite 400, TBI US Full Airport management and Other 711 90.00% Inc Wilmington, Delaware, 19808, Operations Inc consolidation operations auditors United States of America 2711 Centreville Road, Suite 400, Orlando Sanford TBI US Full Airport management and Other Wilmington, Delaware 19808, 1 90.00% Domestic Inc Operations Inc consolidation operations auditors United States of America 2711 Centreville Road, Suite 400, TBI US Full OtherSFB Fueling Holding (US) Wilmington, Delaware 19808, 2 90.00% Holding company Operations Inc consolidation auditors United States of America Belfast Belfast International Belfast International Airport, International Full Airport management and Other 40,144 90.00% Airport Limited Aldergrove, BT29 4AB Airport Holdings consolidation operations auditors Limited TBI House London Luton London Luton Airport 72-104 Frank Lester Way Full Airport management and Other 6,314 90.00% Airport Group Operations Limited London Luton Airport consolidation operations auditors Limited Luton - Bedfordshire LU2 9NQ c/o Corporation Service Company, TBI Overseas Full OtherTBI Oseeseas (UK) LLC 2711 Centreville Road, Suite 400, 23,186 90.00% Technical consultancy services Holdings Inc consolidation auditors Wilmington, Delaware, 19808, USA 2711 Centreville Road, Suite 400, TBI Overseas Full Other TBI (US) Inc 16,030 90.00% Holding company Wilmington, Delaware 19808, USA Holdings Inc consolidation auditors c/o Corporation Service Company, TBI Overseas (Bolivia) Full Other 2711 Centreville Road, Suite 400, 16,030 90.00% TBI (US) LLC Holding company LLC consolidation auditors Wilmington, Delaware, 19808, USAServicios de aeropuertos Santa Cruz de la Sierra, Santa Cruz, TBI Overseas Full Airport management and Other 2,938 90.00% Bolivianos, S.A. Bolivia (Bolivia) LLC consolidation operations auditors 157
Shareholding Cost Company Consolidation (thousand) holding the Company Registered office % (*) method Activity Auditor interestThrough abertisAirports Desarrollo de Avda. Parc Logistic 12-20 Full Airport management and Other Concesiones 231,826 100.00% Abertis Airports Barcelona 08040 consolidation operations auditors Aeroportuarias, S.L. Sangster Internacional Airport Full Airport management and Other MBJ Airports , Ltd 25,308 74.50% DCA Montego Bay- Jamaica consolidation operations auditors 158
APPENDIX II. Multi-group companies in the consolidation scope Shareholding Consolidation Cost Company holding the method Company Registered office (Thousand) % (*) interest Activity Auditor Through Abertis Autopistas España Autopista Trados-45, Ctra. M-203 P.K. 0,280. Proportional Infrastructure 45,456 50.00% Iberpistas PwC S.A. (TRADOS-45) Madrid consolidation operator Avda. Diagonal, 579-587 5ª Abertis Autopistas Proportional Service area Other Areamed 2000, S.A. 5,342 50.00% planta 08014 Barcelona España consolidation operations auditors Through Inversora de Infraestructuras San José N° 1145, San (7) Invin, S.L. / Proportional Toll motorway Other Autopista Central 72,011 28.85% Bernardo, Santiago Inversiones Nocedal consolidation operator auditors Through Abertis Telecom Servicios Telecommunications Avda. Parc Logístic, 12-20. Proportional Other Audiovisuales Overon, 22,598 51.00% Abertis Telecom and audiovisual Barcelona consolidation auditors S.L. (overon) services Telecommunications 7291, Nw 74th Street 33166 Servicios Audiovisuales Proportional Other Overon US 34 51.00% and audiovisual Miami (Florida) Overon, S.L. consolidation auditors services c/ Globelas, 41 (8) Abertis Telecom / Proportional Other Hispasat, S.A. 323,367 42.06% Satellite operator Madrid Eutelsat consolidation auditors Construction and Proportional operations of Other Adesal Telecom Ausias March 20, Valencia 3,297 51.00% Tradia Telecom consolidation telecommunications auditors infrastructures Praia do Flamengo, 200. Río Proportional Satellite Other Hispasat Brasil Ltda. 42,356 42.06% Hispasat, S.A. de Janeiro - BRAZIL consolidation telecommunications auditors Hispasat Canarias, Tomas Miller 47-49, Las Proportional Satellite Other 102,003 42.06% Hispasat, S.A. S.L.U. Palmas de Gran Canaria consolidation telecommunications auditors (7) Indirect shareholding of abertis: 28,85 %. Indirect through Invin, S.L. 14.43% and Inversiones Nocedal, S.A. 14.43%. (8) Indirect shareholding of abertis: 42,06 %. Indirect through abertis Telecom 33.38% and Eutelsat 8.68%. 159
Shareholding Consolidation Cost Company holding the method Company Registered office (Thousand) % (*) interest Activity Auditor Tomás Miller, 47-49. Sale and lease of Hispasat Canarias, 35007 Las Palmas de Proportional Other 102,003 42.06% Hispasat, S.A. satellites as well as S.L.U. Gran Canaria consolidation auditors their space capacity Madrid 1550 Cowper st. Proportional Technical consultancy Consultek Inc. 16 42.06% Hispasat, S.A. - Palo Alto consolidation services Use of the radioelectric Agustín Manuel Chávez 1 -Hispasat México S.A. Full spectrum, 001; Centro de Ciudad Santa 57 20.61% Hispasat - de CV consolidation telecommunication Fe; 01210, México, D.F. networks and satellite communication Hispamar Satélites, Praia do Flamengo, 200. Río 52,856 (9) Hispasat Brasil Ltda. / Proportional Commercialisation of Other 34.05% S.A. de Janeiro - BRAZIL Hispasat, S.A. consolidation satellite capacity auditors Hispamar Exterior, Gobelas, 41 Proportional Satellite Other 23,878 34.05% Hispamar Satélites S.L.U. Madrid consolidation telecommunications auditorsThrough Holdingd’Infrastructuresde Transport, S.A.S Management and Abertis Sanef 30, boulevard Galliéni 92130 (10) Proportional - 26.28% Sanef operations de logistics PwC Logistique Issy-les-Moulineaux France consolidation platformsSanef Saba Parkings 30, boulevard Galliéni 92130 (10) Proportional - 26.28% Sanef Car park management PwC France Issy-les-Moulineaux France consolidation(9) Indirect shareholding of abertis: 34,05%. Indirect through Hispasat Brasil Ltda. 32.40% and Hispasat S.A. 1.65%.(10) Shareholding classified as held for sale with full provision allocated at 31 December 2011 160
APPENDIX III. Associates in the consolidation scope Shareholding Company Cost holding the Consolidation (Thousand Profit (loss) Company Registered office % (*) Assets Liabilities Income interest method Activity Auditor Euros) DIRECT SHAREHOLDINGS Avenida Calle 26 nº 59- Concesionaria Vial de 41.Piso 9 (Edificio CCI) Equity Infrastructure los Andes, S.A. 18,564 40.00% 328,146 260,832 106,311 61,304 abertis Other auditors Santafé de Bogotá method operator (COVIANDES) (Colombia) Avenida Calle 26 nº 59- 41.Piso 9 (Edificio CCI) Equity Coninvial 8 40.00% 25,168 14,767 65,156 16,437 abertis Construction Other auditors Santafé de Bogotá method (Colombia) Autopistas Buchanan Office Center, Equity Toll motorway Metropolitanas de Suite 210 Road 165 #40 143,713 45.00% 899,989 569,206 20,508 (2,499) abertis Other auditors method operator Puerto Rico (Puerto Rico) Ruta Panamericana ; 2451 Autopistas del Sol, S.A. (11) Equity Toll motorway Boulogne (B1609JVF) Buenos - 31.59% 108,891 165,592 92,014 6,793 abertis PwC (AUSOL) method operator Aires (Argentina) INDIRECT SHAREHOLDINGS Through Abertis Autopistas España S.A. Autopista Terrassa- Manresa, Concessionària de la Autopista C-16, km 41. Equity Toll motorway 49,567 23.72% 725,698 455,179 82,678 35,282 Acesa Other auditors Generalitat de Barcelona method operator Catalunya, S.A. (AUTEMA) Construction, (11) Equity conservation and Ciralsa, S.A.C.E. Av. Maisonnave, 41. Alicante - 25.00% 354,748 406,320 13,671 (18,148) Aumar Other auditors method operations of toll motorways Carretera M-50, Km. 67,5 Alazor Inversiones, (11) Equity Área de Servicio la Atalaya - 35.12% 820,630 647,588 26,486 (1,460) Iberpistas Holding company Other auditors S.A. method Villaviciosa de Odón (Madrid) Ctra. M100 Alcalá de Infrastructure Infraestructuras y (11) Iberpistas / Equity Henares a Daganzo Km 6,3 - 30.0% (12) 511,241 578,053 - (14,022) administration Other auditors Radiales, S.A. (IRASA) Avasa method 28806 Alcala de Henares and management Toll motorway M-45 Conservación, Ctra. M-203 P.K. 0,280. Equity 553 25.00% 884 332 1,551 - Trados-45 conservation and Other auditors S.A. Madrid method management (11) Interest with full provision allocated at 31 December 2011. (12) Indirect shareholding of abertis: 30%. Indirect through Iberpistas, S.A.C.E. 15% and Avasa 15%. Interest with full provision allocated at 31 December 2011. 161
Shareholding Company Cost holding the Consolidation (Thousand Profit (loss) Company Registered office % (*) Assets Liabilities Income interest method Activity Auditor Euros) Carretera M-50, Km. 67,5 Accesos de Madrid, Alazor Equity Toll motorway Área de Servicio la Atalaya 223,605 35.12% 1,202,469 1,274,828 43,844 (30,581) Other auditors C.E.S.A. Inversiones method operator Villaviciosa de Odón (Madrid) Ctra. M100 Alcalá deAutopista del Henares, Infraestructur Equity Toll motorway Henares a Daganzo Km 6,3 426,550 30.00% 749,070 872,334 36,421 (5,446) Other auditors S.A.C.E. (HENARSA) as y Radiales method operator 28806 Alcala de Henares Erredosa Ctra. M100 Alcalá de Infrastructure Infraestructur Equity Infraestructuras S.A. Henares a Daganzo Km 6,3 61 30.00% 40 - - (3) administration Other auditors as y Radiales method (ERREDOSA) 28806 Alcala de Henares and managementThrough AbertisMotorways Uk Ltd. Abertis Road Management Fifth Floor 100 Wood Street Equity Toll motorway 14,015 33.33% 282,041 262,278 49,834 1,161 Motorways Uk PwC Group (RMG) London EC2V 7EX (England) method operator LimitedThrough Holdingd’Infrastructures deTransport, S.A.S 40, rue de Liége 64000 Pau- Equity Toll motorway A’lienor 74,900 18.39% 1,240,762 971,622 35,407 (34,623) Sanef Other auditors France method operator Lieu-dit Le Haut Groth 27310 Equity Toll motorway Alis 2,258 10.34% (13) 929,809 728,000 54,258 (21,550) Sanef / Sapn Other auditors Bourg-Achard, France method operator Road transport 11, avenue du Centre 78280 Equity Routalis SAS 12 15.76% 4,234 2,807 10,940 1,383 Sapn infrastructures Other auditors Guyancourt. France method managementThrough AbertisTelecom Construction and Torre de Collserola, Ctra. de Vallvidrera al Equity operations of 2,439 41.75% 21,333 15,057 4,417 15 Retevisión Other auditors S.A. Tibidabo, s/n. Barcelona method telecommunicatio ns infrastructure Consorcio de C/ Uruguay, parcela 13R, Telecommunicatio Telecomunicaciones nave 6, Parque Empresarial Equity 250 25.00% 3,701 1,098 1,794 63 Tradia ns concession Other auditors avanzadas, S.A. Magalia, Polígono Industrial method operator services (COTA) Oeste (14) Telecommunicatio Eutelsat Abertis Equity c/ Balard nº 70, PARIS 1,077,136 31.35% 4,751,194 3,022,441 1,194,718 320,813 ns satellite Other auditorsCommunications, S.A. Telecom method operator Commercialisation Hisdesat Servicios Paseo de la Castellana, 143 - Equity 46,512 18.09% 374,034 182,730 58,134 22,547 Hispasat of space systems PwC Estratégicos Madrid method for government(13) Indirect shareholding of abertis: 10,34%. Indirect through Sanef 6.13% and Sapn 4.21%.(14) The shares of Eutelsat, S.A. are listed on the Paris stock exchange. The average quotations for the last quarter of 2011 was Euros 29.254. At the year end the quotation was Euros 30.15. 162
Shareholding Company Cost holding the Consolidation (Thousand Profit (loss) Company Registered office % (*) Assets Liabilities Income interest method Activity Auditor Euros)Grupo Navegación por Equity Operation of satélites, sistemas y Isaac Newton, 1 - Madrid 138 6.01% 1,296 361 - - Hispasat - method satellite systems ServiciosThrough ACDL 2711 Centreville Road, Suite SFB Fueling Equity Purchase-sale of SFB Fueling (US) 400, Wilmington, Delaware 583 45.00% 2,913 1,571 27,863 417 Other auditors Holding (US) method fuel 19808, USAThrough AbertisAirports Aeropuerto Internacional Airport Equity Aerocali, S.A. Alfonso Bonilla Aragón Piso 3 1,679 33.33% 11,860 6,041 21,217 2,441 DCA management and Other auditors method Palmira - Valle COLOMBIA operations Technical Avda. Mariano Otero 1249Aeropuertos Mexicanos Equity assistance and Ala B Piso 7 Torre Pacífico, 83,813 33.33% 254,340 19,072 2,919 11,222 DCA Other auditors del Pacífico SA de CV method technology 44530 Guadalajara MEXICO transfer to GAP Avda. Mariano Otero 1249 AirportImpulso Aeroportuario Equity Ala B Piso 7 Torre Pacífico, - 33.30% 36,067 35,907 1,440 (4,087) AMP management and Other auditorsdel Pacífico, S.A. de CV method 44530 Guadalajara MEXICO operations Avda. Mariano Otero 1249 Airport Grupo Aeroportuario Equity Ala B Piso 7 Torre Pacífico, 153,085 5.80% 1,600,445 153,326 203,455 73,112 AMP management and Other auditorsPacífico, S.A.B. de C.V. method 44530 Guadalajara MEXICO operations Through Abertis Portugal SGPS Quinta da Torre da Aguilha. Abertis Brisa - Auto-estradas Ed. Brisa, 2785-589. Sao Equity Toll motorway 223,053 14.61% 5,769,843 4,091,629 595,754 110,887 Portugal Other auditors de Portugal S. A (15) Domingos de Rana - Cascais method operator SGPS (Portugal)(15) Data corresponding to the last available information (30 September 2011). Brisa shares are listed on the Portuguese Stock Market. The average quotations for the last quarter of 2011 was Euros 2.455. At the yearend the quotation was Euros 2.55. 163
ABERTIS INFRAESTRUCTURAS, S.A.AND SUBSIDIARY COMPANIESCONSOLIDATED MANAGEMENT REPORT FOR 20111. INFORMATION REQUIRED UNDER THE PROVISIONS OF ARTICLE 262 OF THE CORPORATE ENTERPRISES ACTThe abertis Group provides its services in the area of infrastructuremanagement serving mobility and communications. It operates in thesectors of motorways, telecommunication infrastructure and airports.As indicated below, in 2011 the Group decided to discontinue the car parksand logistics facilities sectors, the sale of which culminated on 26 October2011.Significant eventsWith the aim of strengthening the growth of the five sectors in which theGroup had been operating, and once the General Meeting of Shareholders inJune 2011 had ratified the agreement reached by the Board of Directors,abertis began the reorganisation of its businesses, grouping them aroundtwo companies: Abertis Infraestructuras, S.A., comprising the operatingsectors of motorways, telecommunications and airports, and SabaInfraestructuras, S.A. comprising the car parks and logistics facilitiesbusinesses.To this end, Saba Infraestructuras, S.A. was provided with the car parksand logistics facilities businesses through the non-monetary contribution ofthe shares are owned by Abertis Infraestructuras, S.A. in SabaAparcamientos, S.A. and Abertis Logística, S.A. by means of a capitalincrease of Euros 399 million, equivalent to €0.54 per share, offering theshareholders of abertis the possibility of holding part of the capital of SabaInfraestructuras, S.A. by means of the payment of an interim dividend forthe 2011 profits of Euro 0.67 per share, with the shareholders of abertisable to choose between receiving it i) in cash or ii) in shares of SabaInfraestructuras, S.A. (at the rate of one share of this company for oneshare of abertis) at the aforementioned valuation of Euro 0.54 per shareplus an additional cash sum of Euro 0.13 per share. For the payment of thisdividend, abertis held 78.06% of Saba Infraestructuras, S.A. 164
Finally, on 26 October 2011, and in accordance with the share purchaseagreement which abertis held with Criteria CaixaHolding, S.A.U. (and otherthird parties), abertis sold all of its shareholding in Saba Infraestructuras,S.A. (78.06%) for Euros 312 million (equivalent to a price of Euro 0.54 pershare, an identical valuation to that offered to abertis shareholders in theaforementioned dividend payment).Furthermore, In 2011 the Group has continued its activities in theframework set by the major strategic lines for the last few years (growth,profitability, sustainability and services) opting for selective growth in thecurrent economic environment, with the following noteworthy events: In the motorways sector, in June 2011, the consortium in which abertis has a 45% participation was selected by the Government of Rico as “preferred bidder” for managing the 87 km of the PR-22 and PR-5 motorways for a period of 40 years. This agreement was materialised at the end of September 2011 with the incorporation of the company Autopistas Metropolitanas de Puerto Rico LLC (metropistas), which is in charge of operating the aforementioned concessions. Similarly, in 2011the sector continues with the ongoing extension of its capacity, which has meant for acesa, in the framework of the extension project of the AP-7 in Girona, the tender and start of construction work of the Fornells and Sant Gregori links, as well as the continuation of the works of extending the Vilademuls-Figueres Sur and Figueres Sur-La Jonquera stretches (with a length of 17.3 km and 22.3 km respectively) which are expected to be finished 2012. In addition, in the framework of the extension project of the AP-7 motorway in Tarragona and as a result of the collaboration between the operators acesa and aumar, in April 2011 a new closed toll system was activated between Martorell and Vila-seca/Salou which involved removing the existing toll stations in the aforementioned motorway stretch. Furthermore, the sanef Group has begun investments relating to the agreement signed with the French government in 2010 (“Paquet Vert”) to implement a series of upgrades, mainly environmental, in its motorway network, which are expected to be completed at the start of 2013.
At any event, the sector continues with the research and introductionof the practical upgrades which ensure provision of a qualitydifferentiated service to customers and users in aspects such asdynamic tolling, signposting or roadworthiness, which contributeconsiderably to improving travel speed and safety, or other aspects,including the agreement signed between abertis and ASF to allowuse of the French electronic toll services in the La Jonquera-Barcelonastretch of the AP-7 .Finally, it is important to point out that in January 2011 abertiscompleted the sale of its 6.68% share in the capital of Atlantia S.p.A.for Euros 626 million, with abertis now holding no stake whatsoeverin the share capital of Atlantia.In the telecommunications infrastructure sector, abertis telecomcontinues with research and introduction of technical upgrades bothin the provision of digital terrestrial television in Spain, and in thedistribution of audio-visual content by Internet and mobile networks(television by mobile phone etc), and in providingradiocommunication services for public security and emergencynetworks, and at the same time it continues, through its stake inHispasat, working on extending satellite capacity.As indicated in Note 30 in the consolidated annual report, in January2012 abertis telecom completed the sale of 35,218,237 shares inEutelsat (representing 16% of the share capital) for Euros 981million. Following this operation, abertis telecom still maintains a15.35% stake in the share capital of Eutelsat.In the airport sector abertis airports has maintained the policy ofongoing improvement of the facilities in areas such as theoptimization of security measures and the expansion andimprovement of commercial services for passengers.
Activity and resultsStill affected by the negative economic environment of preceding years,2011 was affected by the economic slowdown which has had a particularimpact on the motorway business in Spain (with a smaller fall in the volumeof heavy vehicles), although French and Chilean motorways have recordedincreases in activity over the year (with a greater increase in heavy vehiclesin the case of Chilean motorways), as has occurred in the airport operationssegment. In the telecommunications infrastructure segment, the impact ofthe analogue switch off, which was completed in April 2010, has beentotally offset by the provision of digital terrestrial television services, as wellas the increase in satellite activity.Operating income totalled Euros 3,915 million, virtually without changecompared with the previous year (-0.05%), with performance clearlyinfluenced by the impact of the non-recurring work relating to theextensions of coverage of digital terrestrial television, which was mainlycarried out over the first half of 2010.In the case of motorways, which continue to be the main activity sector forthe contribution to consolidated income, the average daily intensity of traffic(the main indicator for measuring activity) for the operators as a whole fellby 1.3% to 22,561 vehicles (basically due to the negative evolution oftraffic on motorways in Spain), although this affect on the Groups incomewas offset, without considering the non-recurring impact indicated above inthe telecommunications segment, mainly due to the review of the averagetariffs in the motorway operators, as well as the positive performance of therecurring business of the telecommunications sector and the positiveperformance of airports.Despite the slight fall in income, gross operating profit rose 1.9% due to thefall in operating expenses for non-recurring work in the first half of 2010relating to the extensions of coverage of digital terrestrial television, as aresult of the impact of the measures to improve efficiency and optimiseoperating costs, which the Group continues to emphasise this year.The financial expense associated with the Groups borrowings has fallen,mainly as a consequence of the fall in the Groups borrowings, offset by thenegative impact of the floating-rate debt (16% of the total amount of debtat 31 December 2011) arising from the increase in the benchmark interestrate (mainly the Euribor) over most of the year (it fell slightly in the lastquarter). Despite this, the Groups total financial expenses increased mainlyas a result of the impact of negative exchange differences and the impact ofthe debt refinancing operations carried out in the period.
Furthermore, the favourable evolution of the contribution of Eutelsat andCoviandes, both consolidated by equity accounting, has led to a greatextent to the increase of this account against the 2010 year end.It should also be noted that there has also been a decrease in the corporateincome tax rate in the United Kingdom as from 2011 from 27% to 26% andfrom 26% to 25% as from April 2012, and other non-recurrent tax effectsthat have fostered a decrease in this tax expense in spite of the increase intaxable profit.With these considerations and the impact arising from the corporatereorganisation of the car parks and logistics facilities businesses and theirsubsequent disposal (as well as the net result of their operations) and theaforementioned disinvestment carried out in Atlantia S.p.A (“Profit (loss)from discontinued operations”), the consolidated profit for the yearattributable to shareholders totalled Euros 720,094 thousand, an increase of8.8% on the same period of the previous year.With regard to the relative weight of the different business units on income,the motorway sector accounted for 79% of the total, thetelecommunications infrastructures sector accounted for 13% and airportsaccounted for 7%. These percentages are in line with the 2010 year-end.Balance SheetTotal assets at 31 December 2011 stood at Euros 22,749 million, a fall of10% compared with year end 2010. This was basically due to the impact ofthe disposal in January of the 6.68% share of the capital of Atlantia S.p.A.,and the car parks and logistics facilities operating segments at the end ofOctober.Of total assets, around 60% relates to PPE and other intangible assets(basically concessions) in line with the nature of the Group’s businessesrelating to infrastructure management. This percentage is in line with lastyear.Total investment in the motorways, telecommunications and airportsoperating segments in 2011 stood at Euros 676 million correspondingmainly to investment in expansion (76% of the total), mainly used forextending motorway capacity, as well as the awarding in September 2011of the concession for managing the PR-22 and PR-5 motorways in PuertoRico.
Consolidated net equity totalled Euros 4,416 million, 19.0% lower than atyear-end 2010. It was mainly affected by the lower measurement recordedfor the stake in Brisa (Euros -234 million), as well as the impact of theextraordinary 2011 interim dividend and the return of contributions toshareholders approved by the General Shareholders Meeting in June 2011(Euros -791 million), the supplementary 2010 dividend (Euros -222 million)and the 2011 interim dividend (Euros -233 million).Gross financial debt at 31 December 2011 (without including the debts withcompanies recorded using the equity method or the interest for loans andbonds) totals Euros 14,273 million and represents 323% of shareholdersequity and 63% shareholders equity and liabilities. These percentages arehigher than those at year-end 2010 as result of the aforementionedreduction in equity and assets. Similarly, following a policy to minimiseexposure to financial risks, at year-end 2011 and in line with 2010, asignificant part of the debt (84%) is at a fixed rate of fixed by means ofhedges.The aforementioned Gross financial debt is 5.7% lower than at year-end2010. It was mainly affected by the sale of the 6.68% shareholding in thecapital of Atlantia S.p.A. (Euros -626 million), and the car parks andlogistics facilities segments in October.Because of the nature of its investment activity, abertis is exposed todifferent financial risks: exchange rate risk, credit risk, liquidity risk andcash flow interest rate risk. The overall risk management program of theGroup takes into account the uncertainty of the financial markets and triesto minimise the potentially adverse effects on global profitability of theGroup as a whole basically through the setting of financing and hedgingpolicies 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 fixedrates or fixed rates that minimise to a great extent the possible effect oftensions in the credit market.The major generation of cash flows of most of the main businesses ofabertis allows it to maintain a financial balance that makes it possible tomake new investments in upgrading the infrastructures it manages andcontinue its policy, within the current economic and financial environment,of selective investments that it has carried out in recent years without theneed for additional capital contributions from shareholders.
The Group is also exposed to a greater or lesser extent to some businessrisks (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) andongoing adaptation of its policies and procedures to the growing size,complexity and geographic diversification of the Group. Please note that thevery 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 risksit faces.Shareholder returnAs in prior years, abertis has maintained its policy of shareholder returnthat combines the dividend pay out with bonus share issues of one share forevery 20 shares held.Accordingly, the General Shareholders Meeting held on 21 June 2011agreed the bonus share issue (carried out in the third quarter of 2011) andthe payment, inter alia, of a supplementary dividend corresponding to the2010 profit of Euro 0.30 gross per share, which was made effective at theend of June 2011.In addition, the aforementioned General Shareholders Meeting agreed topay, charging the Share Premium account, Euros 0.40 per share as a returnof the contribution to shareholders, and within the framework of theaforementioned reorganisation of the car parks and logistics facilitiesbusinesses, the payment of an extraordinary interim dividend for 2011profits of Euros 0.67 per share. The shareholders of abertis could choose toreceive the last dividend i) in cash or ii) in shares of Saba Infraestructuras,S.A. (at a rate of 1 share of this company for 1 share of abertis) at avaluation of Euros 0.54 per share plus an additional cash amount of Euro0.13 per share . These dividends were paid at the end of July 2011.The Board of Directors of abertis adopted a resolution to propose to theGeneral Meeting of Shareholders the distribution of a final dividend of Euros0.36 gross per share against 2011 net income.
The maximum total dividend charged to 2011 profit/loss will therefore beEuros 1,007.3 million, considering the interim dividend already paid, andrepresents an increase of 127% of the total dividend paid charged to theprofit/loss for the previous year (15.5% without taking into account theimpact of the extraordinary interim dividend of Euros 495.1 million, whichhas already been paid).OutlookThe next year is expected to see stabilisation in the overall motorwaysbusiness, together with an increase in tariffs favoured by 2011 inflation.Similarly, there is expected to be an increase in the level of activity in theairport sector and positive performance of income in thetelecommunications segment favoured by greater terrestrial and satelliteactivity. At any event, it is expected that the positive performance of thedifferent businesses together with the ongoing effort in improving efficiencyand reducing costs will allow growth of income, gross operating profit andprofit attributable to the shareholders of the company.Although there is uncertainty about the economic environment (especiallyrelating to general levels of debt, sources and cost of funding andinvestment opportunities) and although since last year there has been aslowdown in the Groups growth and diversification (accompanied by theaforementioned business reorganisation carried out the year), we cannotrule out the analysis of investment opportunities and growth providing theymeet the strict safety and profitability requirements which abertis requiresfrom its investment portfolio, paying special attention to opportunities in thearea of international motorways (as indicated above, in September 2011abertis, as part of a consortium, was awarded the management of the PR-22 and PR-5 motorways in Puerto Rico).The balance of all investments, both in terms of maturity and profitabilityand geographic and sectorial diversification, and maintaining or improvingthe position of the different business units, must contribute to a sustainedpositive contribution from all the units in order to continue our shareholderreturn policy.In addition, there is clear uncertainty about the evolution of interest rates(with an upward trend over most of the year, which seems to have changedin the last quarter), although there are unlikely to show positivedevelopment. Therefore, the Groups aforementioned hedging policy takeson greater importance.
No new risks and uncertainties are expected beyond those indicated aboverelating to the business itself or those indicated in the 2011 consolidatedannual accounts. At any event, the Group continues and will continuemaking an effort to optimise its management so as to have greater controlover operating costs and investments, bearing in mind the new scenarioand economic outlook for 2012.Treasury sharesUnder the authorisation approved by the Shareholders’ Meeting, at the yearend the Company holds 29,885,288 treasury shares (3.85% of sharecapital). The use of these Treasury shares has not been decided and willdepend on the resolutions which the Groups governing bodies may take inthe future.Other mattersIt is Group policy to pay maximum attention to environmental protectionand conservation, and each investee company adopts the measuresnecessary to minimise the environmental impact of the infrastructures thatthey manage in order that they blend in as much as possible with theirsurroundings.Subsequent eventsThere have been no post-balance sheet events in addition to thosementioned in Note 30 to the consolidated annual accounts.
2. ANNUAL CORPORATE GOVERNANCE REPORT
PUBLIC LIMITED COMPANIES LISTED ON A STOCK EXCHANGE ISSUER’S IDENTIFYING DETAILSDATE END OF YEAR: 31/12/2011C.I.F. (Tax Id. Code): A-08209769Company’s registered name: ABERTIS INFRAESTRUCTURAS, S.A.
MODEL OF ANNUAL CORPORATE GOVERNANCE REPORT FOR PUBLIC LIMITED COMPANIES LISTED ON A STOCK MARKETIn order to better understand this template and its completion, please read the instructionson how to fill it in provided at the end of this present report.A - OWNERSHIP STRUCTUREA.1 Fill in the following table on the company’s share capital: Date of last Number of Share Capital (Euros) Number of shares modification voting rights 09/09/2011 2,327,969,016.00 775,989,672 775,989,672Indicate whether there are different classes of shares and different rights associated tothem: NOA.2 Indicate the direct and indirect holders of significant interests in your company as of theend of year, excluding the directors:Name or registered name of the Number of direct Number of indirect % of total voting shareholder voting rights voting rights (*) rightsCAJA DE AHORROS Y PENSIONES 0 212,666,151 27.406DE BARCELONA (LA CAIXA)JOINT SHARE OF TRÈBOLHOLDINGS S.A.R.L./ACS, 0 200,454,646 25.832ACTIVIDADES DE CONSTRUCCIÓNY SERVICIOS, S.A.
Through: name or Name or registered name of Number of direct % of total registered name of indirect shareholder voting rights voting rights direct shareholderCAJA DE AHORROS Y PENSIONES DE CAIXABANK, S.A. 1,278 0.000BARCELONA (LA CAIXA)CAJA DE AHORROS Y PENSIONES DE CRITERIA 152,501,092 19.652BARCELONA (LA CAIXA) CAIXAHOLDING, S.A.CAJA DE AHORROS Y PENSIONES DE INVERSIONES 60,161,582 7.753BARCELONA (LA CAIXA) AUTOPISTAS, S.L. VIDACAIXA, S.A. DECAJA DE AHORROS Y PENSIONES DE SEGUROS Y 2,201 0.000BARCELONA (LA CAIXA) REASEGUROSJOINT SHARE OF TRÉBOL HOLDINGSS.A.R.L./ACS, ACTIVIDADES DE ADMIRABILIA, S.L. 79,772,767 10.280CONSTRUCCIÓN Y SERVICIOS, S.A.JOINT SHARE OF TRÉBOL HOLDINGS TRÉBOL INTERNATIONALS.A.R.L./ACS, ACTIVIDADES DE 120,681,879 15.552 BVCONSTRUCCIÓN Y SERVICIOS, S.A.Indicate the most significant movements in the shareholding structure during the year: Name or registered name of Date of operation Description of the operation shareholderCAIXABANK, S.A. 30/06/2011 Fallen below 3% of share capital 30/06/2011 Exceeded 25% of share capitalCAJA DE AHORROS Y PENSIONES DEBARCELONA (LA CAIXA)CAJA DE AHORROS Y PENSIONES DE 01/08/2011 Exceeded 25% of share capitalBARCELONA (LA CAIXA)A.3 Fill in the following charts with information on the members of the Board of Directors with voting rights:
Number of Number of % of voting Name or registered name of Director direct voting indirect voting rights total rights rights (*)SALVADOR ALEMANY MAS 253,108 0 0.033ISIDRO FAINÉ CASAS 62,967 0 0.008FLORENTINO PÉREZ RODRÍGUEZ 1 0 0.000 2,236,959 0 0.288G3T, S.L.THÉATRE DIRECTORSHIP SERVICES ALPHA, 1 0 0.000S.À.R.L.FRANCISCO REYNÉS MASSANET 45 0 0.000ANTONIO TUÑÓN ÁLVAREZ 1,050 10,500 0.001EMILIO GARCÍA GALLEGO 0 0 0.000ERNESTO MATA LÓPEZ 0 0 0.000GONZALO GARTÁZAR ROTAECHE 18,748 0 0.002LEOPOLDO RODÉS CASTAÑÉ 4,239 0 0.001MANUEL RAVENTÓS NEGRA 128 0 0.000MARCELINO ARMENTER VIDAL 6,749 2,264 0.001MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 700 0 0.000PABLO VALLBONA VADELL 9,249 0 0.001RAMÓN PASCUAL FONTANA 346,458 0 0.045RICARDO FORNESA RIBÓ 1,967 0 0.000THÉATRE DIRECTORSHIP SERVICES ALPHA 1 0 0.000BETA, S.À.R.L.THÉATRE DIRECTORSHIP SERVICES GAMA, 1 0 0.000S.À.R.L.ÁNGEL GARCÍA ALTOZANO 0 0 0.000
% of total voting rights held by the Board of Directors 0.381Fill in the following tables on the members of the Board of Directors who hold options oncompany shares: Number of Number of Number ofDirector’s name or registered % of voting direct indirect equivalent name rights total options options sharesSALVADOR ALEMANY MAS 479,674 0 479,674 0.062FRANCISCO REYNÉS MASSANET 197,071 0 197,071 0.025A.4 Indicate, as the case may be, any relationship of a family, business, contractual orcorporate nature existing between the holders of important interests, except whenimmaterial or deriving from the regular business activity:A.5 Indicate, as the case may be, any relationship of a business, contractual or corporatenature existing between the holders of important interests and the company, and/or itsgroup, except when immaterial or deriving from the regular business activity:A.6 Indicate whether agreements between shareholders relevant to the company have beenreported to the company pursuant to section 112 of the Securities and Exchange Act. As thecase may be, briefly describe them and list shareholders bound by these agreements: YES% Capital affected:25.832Brief description of the agreement:Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construcción y Servicios, S.A.arranged through a shareholders’ agreement entered into on 10 August 2010, which mainpurposes was to take a significant but minority shareholding through the companies TrébolInternational BV and Admirabilia, S.L. (relevant event of 11/08/2010). Execution of the transfer ofshares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l.and ACS Actividades de Construcción y Servicios, S.A. (relevant event of 31/08/2010).
Parties of the side agreementACS ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.TRÉBOL HOLDINGS, S.À.R.L.Indicate whether the company is aware of the existence of any joint shares amongst itsshareholders. If so, provide a brief description: YES% Capital affected:25.832Brief description of the agreement:Joint share held by Trébol Holdings, S.à.r.l. and ACS Actividades de Construcción y Servicios, S.A.arranged through a shareholders’ agreement entered into on 10 August 2010, which mainpurposes was to take a significant but minority shareholding through the companies TrébolInternational BV and Admirabilia, S.L. (relevant event of 11/08/2010). Execution of the transfer ofshares on 31 August 2010 and coming into force of the side agreement of Trébol Holdings, S.à.r.l.and ACS Actividades de Construcción y Servicios, S.A. (relevant event of 31/08/2010). Parties of the side agreementTRÉBOL INTERNATIONAL BVACS ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.TRÉBOL HOLDINGS, S.À.R.L.ADMIRABILIA, S.L.Should any changes to or termination of the above pacts, agreements or concerted shares inthe financial year under review please describe them: NOT APPLICABLEA.7 Indicate whether there are any natural persons or legal entities exercising or able toexercise control over the company pursuant to section 4 of Spanish Securities and ExchangeAct. As the case may be, provide details: 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 29,885,288 0 3.851(*) Through:Total: 0Describe any significant variations, as set out in Royal Decree 1362/2007, occurring duringthe financial year: Total direct shares Total indirect shares % of total share Date of notice acquired acquired capital 21/11/2011 8,054,493 0 1.034Gain / (Loss) in treasury shares during the year (thousand Euros) -6,260A.9. Describe the terms and conditions of authorization in force granted by the GeneralShareholders’ Meeting to the Board of Directors to execute the acquisitions or transfers oftreasury stock. In accordance with the resolution adopted by the General Shareholder’s Meeting of 27 April 2010, authorization 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 of 2 July. The previous authorization adopted by the General Meeting of Shareholders of 31 March 2009 regarding the unused part is whereby cancelled. We make express indication that the authorization 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. Furthermore, the Board of Directors of the Company is delegated to exercise, in the broadest terms, the authorization under this resolution and to undertake the other provisions of the same, and, concurrently, and if deemed appropriate, delegate the exercising of said authorization 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 five years following the date of adoption of this resolution, making the necessary arrangements and obtaining the authorization necessary or required by the Spanish Public Limited Companies Act (now the Rewritten Text of the Corporate Company 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 5 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 ofvoting rights and any legal restriction on the acquisition or transfer of company shares.Indicate whether legal restrictions on the exercise of voting rights exist: NOMaximum percentage of voting rights a shareholder may exercise by law 0Indicate whether statutory restrictions on the exercising of voting rights exist: NO
Maximum percentage of voting rights a shareholder may exercise by statute 0Indicate whether there are legal restrictions to the acquisition or transfer of shares: NOA.11 Indicate whether the Shareholders’ Meeting has set up neutralization measures in theevent of a takeover bid pursuant to Law 6/2007. NOIf so, explain the measures adopted and the terms under which the restrictions would benullified:
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 Date of first Date of last Election Representative Office name of appointment appointment procedure director CHAIRMAN – VOTE INSALVADOR - CHIEF EXECUTIVE 21/07/1998 01/04/2008 SHAREHOLDERS’ALEMANY MAS OFFICER MEETING VOTE INISIDRO FAINÉ - 1ST VICE- 04/09/1979 01/04/2008 SHAREHOLDERS’CASAS CHAIRMAN MEETINGFLORENTINO VOTE IN 2ND VICE-PÉREZ - 13/06/2007 13/06/2007 SHAREHOLDERS’ CHAIRMANRODRÍGUEZ MEETING VOTE IN CARMEN GODIA 3RD VICE-G3T, S.L. 29/11/2005 21/06/2011 SHAREHOLDERS’ BULL CHAIRMAN MEETINGTHEATRE VOTE INDIRECTORSHIP JAVIER DE JAIME 4TH VICE- 25/10/2010 21/06/2011 SHAREHOLDERS’SERVICES, GUIJARRO CHAIRMANALPHA, S.À.R.L. MEETINGFRANCISCO VOTE IN CHIEF EXECUTIVEREYNÉS - 26/05/2009 27/04/2010 SHAREHOLDERS’ OFFICERMASSANET MEETING VOTE INANTONIO TUÑÓN - DIRECTOR 17/05/2011 21/06/2011 SHAREHOLDERS’ÁLVAREZ MEETING VOTE INEMILIO GARCÍA - DIRECTOR 13/06/2007 13/06/2007 SHAREHOLDERS’GALLEGO MEETING
VOTE INERNESTO MATA - DIRECTOR 30/05/2003 01/04/2008 SHAREHOLDERS’LOPEZ MEETINGGONZALO VOTE INGORTÁZAR - DIRECTOR 17/05/2011 21/06/2011 SHAREHOLDERS’ROTAECHE MEETING VOTE INLEOPOLDO - DIRECTOR 28/06/2005 21/06/2011 SHAREHOLDERS’RODÉS CASTAÑÉ MEETINGMANUEL VOTE INRAVENTÓS - DIRECTOR 23/05/2006 21/06/2011 SHAREHOLDERS’NEGRA MEETINGMARCELINO VOTE INARMENTER - DIRECTOR 18/09/2007 01/04/2008 SHAREHOLDERS’VIDAL MEETINGMIGUEL ANGEL VOTE INGUTIERREZ - DIRECTOR 30/11/2004 27/04/2010 SHAREHOLDERS’MENDEZ MEETINGPABLO VOTE INVALLBONA - DIRECTOR 24/02/2004 27/04/2010 SHAREHOLDERS’VADELL MEETING VOTE INRAMON PASCUAL - DIRECTOR 30/05/2003 01/04/2008 SHAREHOLDERS’FONTANA MEETING VOTE INRICARDO - DIRECTOR 24/02/2009 31/03/2009 SHAREHOLDERS’FORNESA RIBÓ MEETINGTHEATRE VOTE IN SANTIAGODIRECTORSHIP RAMÍREZ DIRECTOR 25/10/2010 21/06/2011 SHAREHOLDERS’SERVICES, LARRAURI MEETINGBETA, S.À.R.L.THEATRE VOTE IN JOSÉ ANTONIODIRECTORSHIP TORRE DE SILVA DIRECTOR 25/10/2010 21/06/2011 SHAREHOLDERS’SERVICES, LÓPEZ DE LETONA MEETINGGAMA, S.À.R.L. VOTE INÁNGEL GARCÍA - DIRECTOR 30/05/2003 01/04/2008 SHAREHOLDERS’ALTOZANO MEETING
Total number of Board Members 20Indicate any removals/resignations during this term in the Board of Directors: Name or registered name of the Board Type of directors at time of Date of removal member removalENRIC MATA TARRAGÓ PROPRIETARY SHAREHOLDER 26/04/2011B.1.3 Fill in the following tables on the Board Members and their offices:EXECUTIVE OFFICERS Committee proposing Name or registered name of director Office appointment APPOINTMENTS AND CHAIRMAN - CHIEFSALVADOR ALEMANY MAS REMUNERATION EXECUTIVE OFFICER COMMITTEE APPOINTMENTS AND CHIEF EXECUTIVEFRANCISCO REYNÉS MASSANET REMUNERATION OFFICER COMMITTEETotal number of executive officers 2% of total Board Members 10.000EXTERNAL PROPRIETARY DIRECTORS Name or registered name ofName or registered name of the Committee proposing significant shareholder Board Member appointment represented or having proposed appointment APPOINTMENTS ANDISIDRO FAINÉ CASAS CRITERIA CAIXAHOLDING, S.A. REMUNERATION COMMITTEE JOINT SHARE WITH TRÉBOL APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS,FLORENTINO PÉREZ RODRÍGUEZ REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
APPOINTMENTS ANDG3T, S.L. INVERSIONES AUTOPISTAS, S.L. REMUNERATION COMMITTEE Name or registered name of Name or registered name of the Committee proposing significant shareholder represented or Board Member appointment having proposed appointment JOINT SHARE WITH TRÉBOLTHEATRE DIRECTORSHIP APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS,SERVICES, ALPHA, S.À.R.L. REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. JOINT SHARE WITH TRÉBOL APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS,ANTONIO TUÑÓN ÁLVAREZ REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. APPOINTMENTS ANDGONZALO GORTÁZAR ROTAECHE CRITERIA CAIXAHOLDING, S.A.U. REMUNERATION COMMITTEE APPOINTMENTS ANDLEOPOLDO RODÉS CASTAÑÉ CRITERIA CAIXAHOLDING, S.A.U. REMUNERATION COMMITTEE APPOINTMENTS ANDMANUEL RAVENTÓS NEGRA CRITERIA CAIXAHOLDING, S.A.U. REMUNERATION COMMITTEE APPOINTMENTS ANDMARCELINO ARMENTER VIDAL CRITERIA CAIXAHOLDING, S.A.U. REMUNERATION COMMITTEE JOINT SHARE WITH TRÉBOLPABLO VALLBONA VADELL APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS, REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. APPOINTMENTS ANDRICARDO FORNÉS RIBÓ CRITERIA CAIXAHOLDING, S.A.U. REMUNERATION COMMITTEE JOINT SHARE WITH TRÉBOLTHEATRE DIRECTORSHIP APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS,SERVICES BETA, S.À.R.L. REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. JOINT SHARE WITH TRÉBOLTHEATRE DIRECTORSHIP APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS,SERVICES, GAMA, S.À.R.L. REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. JOINT SHARE WITH TRÉBOL APPOINTMENTS AND HOLDINGS, S.A.R.L./ACS,ÁNGEL GARCÍA ALTOZANO REMUNERATION COMMITTEE ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.
Total number of Proprietary Board Members 14% of total Board members 70.000EXTERNAL INDEPENDENT DIRECTORSName or registered name of director EMILIO GARCÍA GALLEGOProfile Self-employed as Road, Canal and Port Engineer. Consultant to the company Dintrevil.la.Name or registered name of director ERNESTO MATA LÓPEZProfile Vice-Chairman of Applus Servicios Tecnológicos, S.L.Name or registered name of director MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZProfile Member of the Board of Directors of Telefónica Internacional, S.A.Name or registered name of director RAMÓN PASCUAL FONTANAProfile Transport sector industrialist.Total number of independent directors 4% of total Board members 20.000
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 beenappointed at the request of shareholders whose shareholding is below 5% of share capital. 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: NOB.1.5 Indicate whether any directors have resigned before the end of their term, whetherthey have explained to the Board the reasons why and by what means, and, if havinginformed the Board in writing, explain at least the reasons alleged: YES Name of Director ENRIC MATA TARRAGÓ Reason for resignation Personal reasons.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. Name or registered name of the director SALVADOR ALEMANY MAS Brief description All powers of representation and management that can be delegated.
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 Registered name of the other Office director group company JOINT AND SEVERALSALVADOR ALEMANY MAS ABERTIS AIRPORTS, S.A. ADMINISTRATOR JOINT AND SEVERALSALVADOR ALEMANY MAS ABERTIS AUTOPISTAS ESPAÑA, S.A. ADMINISTRATOR JOINT AND SEVERALSALVADOR ALEMANY MAS ABERTIS TELECOM, S.A. ADMINISTRATORSALVADOR ALEMANY MAS AREAMED 2000 S.A. VICE-CHAIRMAN AUTOPISTAS AUMAR, S.A. JOINT AND SEVERALSALVADOR ALEMANY MAS CONCESIONARIA DEL ESTADO ADMINISTRATOR AUTOPISTAS CONCESIONARIA JOINT AND SEVERALSALVADOR ALEMANY MAS ESPAÑOLA, S.A. ADMINISTRATOR AUTOPISTES DE CATALUNYA, S.A. JOINT AND SEVERALSALVADOR ALEMANY MAS CONCESSIONÀRIA DE LA ADMINISTRATOR GENERALITAT DE CATALUNYA IBERPISTAS, S.A. CONCESIONARIA JOINT AND SEVERALSALVADOR ALEMANY MAS DEL ESTADO ADMINISTRATOR INFRAESTRUCTURES VIÀRIES DEL JOINT AND SEVERALSALVADOR ALEMANY MAS ESTADO ADMINISTRATOR RETEVISIÓN I. S.A. SOCIEDAD JOINT AND SEVERALSALVADOR ALEMANY MAS UNIPERSONAL ADMINISTRATOR JOINT AND SEVERALSALVADOR ALEMANY MAS TRADIA TELECOM. S.A. ADMINISTRATOR JOINT AND SEVERALFRANCISCO REYNÉS MASSANET ABERTIS AIRPORTS, S.A. ADMINISTRATOR JOINT AND SEVERALFRANCISCO REYNÉS MASSANET ABERTIS AMERICANA, S.L. ADMINISTRATOR JOINT AND SEVERALFRANCISCO REYNÉS MASSANET ABERTIS AUTOPISTAS ESPAÑA, S.A. ADMINISTRATOR
JOINT AND SEVERALFRANCISCO REYNÉS MASSANET ABERTIS MÉXICO, S.L. ADMINISTRATOR JOINT AND SEVERALFRANCISCO REYNÉS MASSANET ABERTIS TELECOM, S.A. ADMINISTRATOR AUTOPISTA VASCO ARAGONESAFRANCISCO REYNÉS MASSANET BOARD MEMBER CONCESIONARIA DEL ESTADO, S.A. AUTOPISTAS AUMAR, S.A. JOINT AND SEVERALFRANCISCO REYNÉS MASSANET CONCESIONARIA DEL ESTADO ADMINISTRATOR AUTOPISTAS DE LEÓN, S.A. JOINT AND SEVERALFRANCISCO REYNÉS MASSANET CONCESIONARIA DEL ESTADO ADMINISTRATOR AUTOPISTAS, CONCESIONARIA JOINT AND SEVERALFRANCISCO REYNÉS MASSANET ESPAÑOLA, S.A. ADMINISTRATOR AUTOPISTES DE CATALUNYA, S.A. JOINT AND SEVERALFRANCISCO REYNÉS MASSANET CONCESSIONÀRIA DE LA ADMINISTRATOR GENERALITAT DE CATALUNYA CASTELLANA DE AUTOPISTAS, S.A. JOINT AND SEVERALFRANCISCO REYNÉS MASSANET CONCESIONARIA DEL ESTADO ADMINISTRATOR DESARROLLO DE CONCESSIONES JOINT AND SEVERALFRANCISCO REYNÉS MASSANET AEROPORTUARIAS, S.L. ADMINISTRATOR GESTIÓN INTEGRAL DE JOINT AND SEVERALFRANCISCO REYNÉS MASSANET CONCESIONES, S.A. ADMINISTRATORFRANCISCO REYNÉS MASSANET HISPASAT, S.A. BOARD MEMBER IBERPISTAS, S.A. CONCESIONARIA JOINT AND SEVERALFRANCISCO REYNÉS MASSANET DEL ESTADO ADMINISTRATOR INFRASTRUCTURES VIÀRIES DE JOINT AND SEVERALFRANCISCO REYNÉS MASSANET CATALUNYA, S.A. ADMINISTRATOR RETEVISIÓN I. S.A. SOCIEDAD JOINT AND SEVERALFRANCISCO REYNÉS MASSANET UNIPERSONAL ADMINISTRATORFRANCISCO REYNÉS MASSANET SERVIABERTIS, S.L. MANAGING DIRECTOR SOCIETE DES AUTOROUTES DUFRANCISCO REYNÉS MASSANET BOARD MEMBER NORD ET DE L’EST DE LA FRANCEFRANCISCO REYNÉS MASSANET TBI LTD. BOARD MEMBER
JOINT AND SEVERALFRANCISCO REYNÉS MASSANET TRADIA TELECOM, S.A. ADMINISTRATORB.1.8 Identify, as the case may be, the company directors who are also Directors of otherBoards of Directors of companies listed in official stock markets in Spain and not part of thisgroup that have been reported to the company:Name or registered name of the Registered name of the listed company Office directorISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMANISIDRO FAINÉ CASAS TELEFÓNICA, S.A. VICE-CHAIRMANISIDRO FAINÉ CASAS REPSOL YPF, S.A. 2ND VICE-CHAIRMAN ACS, ACTIVIDADES DE CONSTRUCCIÓN Y CHAIRMAN AND CHIEFFLORENTINO PÉREZ RODRÍGUEZ SERVICIOS, S.A. EXECUTIVE OFFICERLEOPOLDO RODÉS CASTAÑÉ SOGECABLE, S.A. BOARD MEMBERLEOPOLDO RODÉS CASTAÑÉ CAIXABANK, S.A. BOARD MEMBERPABLO VALLBONA VADELL ACS, ACTIVIDADES DE CONSTRUCCIÓN Y VICE-CHAIRMAN SERVICIOS, S.A. Name or registered name of the Registered name of the listed company Office directorPABLO VALLBONA VADELL CORPORACIÓN FINANCIERA ALBA, S.A. VICE-CHAIRMANB.1.9 Indicate, and, as the case may be, explain whether the company has established ruleson the number of Boards its directors may sit on: NOB.1.10 With regards to recommendation 8 of the Unified Code, please, list the company’sgeneral policies and strategies that the Board in full has reserved for itself:Investment and financing policy Yes
Establishment of the group structure YesCorporate governance policy YesCorporate social responsibility policy YesStrategic or business plan and the annual management and budget targets YesRemuneration policy and assessment of senior management performance YesRisk control and management policy an periodical follow-up of internal control and Yesreporting systemsDividend and treasury share policy, especially its limits. YesB.1.11 Fill in the tables below on to the aggregate remuneration of directors accrued duringthe financial year: a) The company subject of the present report: Remuneration item Thousand EurosFixed remuneration 4,693Variable remuneration 203Per diems 0Statutory remuneration 0 Remuneration item Thousand EurosShare options and/or other financial instruments 0Others 0 Total 4,896
Other benefits Thousand EurosAdvances 0Loans granted 0Pension Funds and Plans: Contributions 306Pension Funds and Plans: Obligations contracted 0Life insurance premiums 76Guarantees given by the Company to the Directors 0 b) As members boards of directors and/or undertaking senior management in other group companies: Remuneration item Thousand EurosFixed remuneration 573Variable remuneration 4Per diems 38Statutory remuneration 0Share options and/or other financial instruments 0Others 49Total 664 Other benefits Thousand EurosAdvances 0Loans granted 0Pension Funds and Plans: Contributions 0Pension Funds and Plans: Obligations contracted 0 Other benefits Thousand EurosLife insurance premiums 0Guarantees given by the Company to the Directors 0
c) Total remuneration per type of director: Type of director By company By groupExecutive directors 3,253 368Proprietary directors 1,308 210External independent directors 335 86Other external directors 0 0Total 4,896 664 d) With regard to the profits attributed to the controlling company:Total remuneration to directors (in Thousand Euros) 5,560Total remuneration to directors/profit attributed to the controlling company (in 0.8%%)B.1.12 Identify the members of senior management who are not concurrently executivedirectors and indicate the total remuneration accrued in their favour during the financialyear: Name or registered name Office GENERAL MANAGER OFFRANCISCO JOSÉ ALJARO NAVARRO FINANCIAL AND CORPORATE DEVELOPMENT CORPORATE DIRECTOR OFANTONI BRUNET MAURI STUDIES AND PRESIDENTIAL CABINET GENERAL MANAGER OFDAVID DÍAZ ALMAZÁN AUTOPISTAS AMÉRICA
Name or registered name Office CORPORATE DIRECTOR OFJORDI LAGARES PUIG RISK CONTROL AND INTERNAL AUDITING CORPORATE DIRECTOR OFSERGI LOUGHNEY CASTELLS INSTITUTIONAL RELATIONSJOSEP MARIA CORONAS GUINART SECRETARY-GENERAL GENERAL MANAGER OFLUIS DEULOFEU FUGUET INTERNAL RESOURCES AND EFFICIENCY CORPORATE DIRECTOR OFJUAN MARIA HERNÁNDEZ PUÉRTOLAS COMMUNICATION GENERAL MANAGER OFJOSÉ LUIS GIMÉNEZ SEVILLA ABERTIS AUTOPISTAS ESPAÑAFRANCOIS GAUTHEY GENERAL MANAGER OF SANEF GENERAL MANAGER OFTOBÍAS MARTÍNEZ GIMENO ABERTIS TELECOM GENERAL MANAGER OFCARLOS FRANCISCO DEL RÍO CARCAÑO ABERTIS AIRPORTSTotal remuneration senior management (in Thousand Euros) 4,532B.1.13 Indicate, in the aggregate, the existence of guarantees or golden parachute clausesin the event of dismissals or changes in company control, in favour of senior managementmembers, including executive directors of the Company or its Group. Indicate whether thesecontracts must be reported and/or approved by the company’s or the bodies of its group:Number of beneficiaries 3
Board of Directors General Shareholders’ MeetingBody that authorizes the clauses YES NOIs the General Shareholder’s Meeting informed of such clauses? YESB.1.14 Indicate the process followed in establishing remuneration for the members of theBoard 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 AssociationAs provided in section 4 of the Regulations of the Board of Directors, the Board of Directors isexclusively competent in full to approve the remuneration policy proposed by the Appointmentsand Remuneration Committee, and the appraisal of senior managers, and at the proposal of theCompany’s Chief Executive Officer, the appointment and possible dismissal of senior managers, aswell as their indemnity clauses.Articles 22 and 23 of the Regulations of the Board of Directors provide as follows:“Article 22. Directors’ remunerationDirectors shall be entitled to the remuneration established by the Board of Directors in accordancewith the provisions of the Articles of Association.The Board of Directors must prepare an annual report on the remuneration policy of the Directorsunder the legally required terms. This report shall be available to shareholders at the GeneralOrdinary Meeting and shall be submitted to a vote on it, for consultation purposes only, with aseparate agenda item.Article 23. Remuneration of non-executive directorsThe Board of Directors and the Appointments and Remuneration Committee shall take all stepswithin their power to ensure that the remuneration of non-executive directors is in line with theiractual 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 ofDirectors shall be a share in the liquid profits, only to be paid after the reserves and dividendsobligations established by law have been met. Furthermore, remuneration shall not exceed, in anycase and in the aggregate, two per cent of profits. The Board of Directors shall distribute theportion amongst its members in the form and amount at its discretion and this information shall berecorded in the annual report in the manner established by law.
The directors that, exercising executive functions in the Company, regardless of the nature of theirlegal relationship with it, have the right to receive remuneration for the rendering of thesefunctions, which may consist of a fixed amount, a variable complementary amount and that whichresults from long-term incentive plans, such as deferred remuneration in cash, payment in shares,recognition of share options or remuneration indexed to share value, as well as any other long-term incentive plan approved by the Board of Directors. It can also consist of benefits which mayinclude pension plans and insurances and, where appropriate, social security payments. In theevent of dismissal not due to non-compliance with their functions, they shall have the right tocompensation.”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 dismissal of YESsenior managers, and the indemnity clauses.The Board members’ remuneration and the additional remuneration of executive directors due to YEStheir executive functions and other terms with which their contracts must comply.B.1.15 Indicate whether the Board of Directors has approved a detailed remuneration policyand specify its points thereunder: YES YESFixed remuneration items, including, where applicable, a breakdown of attendanceexpenses for participation in the Board Meetings and those of its Committees and anestimate of the annual fixed remuneration which originate them.Variable remuneration. YESMain features of pension systems, with an estimate of their amount or equivalent YESannual cost.Conditions that the contracts must respect of those exercising senior management YESfunctions, such as chief executive officersB.1.16 Indicate whether the Board of Directors submits a report on the directors’remuneration policy to a vote of the General Shareholders Meeting as a separate point onthe agenda, for consultation purposes only. If so, explain the aspects of the report onremuneration policy adopted by the Board for future years, the most important changes insuch policies with regards to the current policy applied during the year under review and anoverall summary on the application of remuneration policy during the year. Provide details onthe role of the Remuneration Committee and if external advice has been sought, the identityof the external consultants:
YES Issues dealt with by the report on remuneration policyThe remuneration of the Board Members was set by the Board of Directors, at the proposal of theAppointments and Remuneration Committee, in accordance with the criteria and within the limits set byArticle 24 of the Articles of Association. Specifically, on 24 November 2010, the Board agreed onmaintaining the previous year’s system and the amount of the annual remunerations during the year2011 and that had been maintained from the year 2008. Issues dealt with by the report on remuneration policyThe report on the remuneration policy of the Board of Directors also contains a description of the generalprinciples of the group’s remuneration policy and details that which is applied to the Board Members, andall with respect to the year 2011, the year in progress and with respect to the remuneration policyenvisaged for future years. Role of the Remuneration CommitteeThe functions of Appointments and Remuneration Committee are included in Article 14 of the Regulationsof the Board of Directors. In particular, the sections d) and e) state that the Committee must propose tothe Board the system and amount of the annual remunerations of the Board Members, as well asperiodically review the remuneration programs, considering their appropriateness and their performance.Has external advice been sought? Identity of external consultantsB.1.17 Indicate, where applicable, the identity of the members of the Board of Directors whoare, at the same time, members of the Board of Directors, managers or employees ofcompanies holding significant interests in the listed company and/or in other entities of itsgroup: Name or registered name of the Registered name of significant Office director shareholderSALVADOR ALEMANY MAS CONSORCI DE PARCS LOGÍSTICS, S.L. VICE-CHAIRMAN
SALVADOR ALEMANY MAS SABA INFRAESTRUCTURAS, S.A. CHAIRMAN CENTRO INTERMODAL DE LOGÍSTICA,SALVADOR ALEMANY MAS VICE-CHAIRMAN S.A.ISIDRO FAINÉ CASAS CRITERIA CAIXAHOLDING, S.A. CHAIRMANISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMAN ACS, ACTIVIDADES DE CONSTRUCCIÓN CHAIRMAN AND CHIEFFLORENTINO PÉREZ RODRÍGUEZ Y SERVICIOS, S.A. EXECUTIVE OFFICERTHEATRE DIRECTORSHIP SERVICES ADMIRABILIA, S.L. DIRECTORALPHA, S.A.R.L.GONZALO GARTÁZAR ROTAECHE CRITERIA CAIXAHOLDING, S.A.U. DIRECTOR MANAGING DIRECTORGONZALO GARTÁZAR ROTAECHE CAIXABANK, S.A. OF FINANCESLEOPOLDO RODÉS CASTAÑÉ CAIXABANK, S.A. DIRECTORMANUAL RAVENTÓS NEGRA VIDACAIXA GRUPO, S.A.U. DIRECTOR SOCIEDAD GENERAL DE AGUAS DEMANUAL RAVENTÓS NEGRA DIRECTOR BARCELONA, S.A. EXECUTIVE CAJA DE AHORROS Y PENSIONES DEMARCELINO ARMENTER VIDAL ASSISTANT BARCELONA (LA CAIXA) MANAGING DIRECTOR CHAIRMAN AND CHIEFMARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. EXECUTIVE OFFICER CAIXA CAPITAL PYME INNOVACIÓN, CHAIRMAN AND CHIEFMARCELINO ARMENTER VIDAL S.C.R. DE RÉGIMEN SIMPLIFICADO, EXECUTIVE OFFICER S.A. CAIXA CAPITAL MICRO, S.C.R. DE CHAIRMAN AND CHIEFMARCELINO ARMENTER VIDAL RÉGIMEN SIMPLIFICADO, S.A.U. EXECUTIVE OFFICER CAIXA CAPITAL BIOMED S.C.R. DE CHAIRMAN AND CHIEFMARCELINO ARMENTER VIDAL RÉGIMEN SIMPLIFICADO, S.A. EXECUTIVE OFFICER CAIXA CAPITAL SEMILLA, S.C.R. DE CHAIRMAN AND CHIEFMARCELINO ARMENTER VIDAL RÉGIMEN SIMPLIFICADO, S.A. EXECUTIVE OFFICER SOLEMARCELINO ARMENTER VIDAL CAIXA EMPRENDEDOR XXI, S.A. ADMINISTRATOR
MARCELINO ARMENTER VIDAL CAIXABANK, S.A. MANAGING DIRECTOR ACS, ACTIVIDADES DE CONSTRUCCIÓNPABLO VALLBONA VADELL CHAIRMAN Y SERVICIOS, S.A.RICARDO FORENSA RIBÓ VIDACAIXA GRUPO, S.A.U. CHAIRMAN VIDACAIXA, S.A. DE SEGUROS YRICARDO FORENSA RIBÓ CHAIRMAN REASEGUROSTHEATRE DIRECTORSHIP SERVICES ADMIRABILIA, S.L. DIRECTORBETA, S.A.R.L.THEATRE DIRECTORSHIP SERVICES ADMIRABILIA, S.L. DIRECTORGAMA, S.A.R.L. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO MAJOR ASSETS, S.L. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO PR PISA, S.A. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.ÁNGEL GARCÍA ALTOZANO URBASER, S.A. DIRECTOR REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO VILLANOVA, S.A. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO NOVOVILLA, S.A. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO RESIDENCIAL MONTE CARMELO, S.A. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.ÁNGEL GARCÍA ALTOZANO DRAGADOS, S.A. DIRECTOR
ACS, ACTIVIDADES DE CONSTRUCCIÓN CORPORATE GENERALÁNGEL GARCÍA ALTOZANO Y SERVICIOS, S.A. MANAGER REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO CARIÁTIDE, S.A. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO ACS TELEFONÍA MÓVIL, S.L. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.ÁNGEL GARCÍA ALTOZANO CLECE, S.A. DIRECTORÁNGEL GARCÍA ALTOZANO XFERA MÓVILES, S.A. CHAIRMAN DRAGADOS SERVICIOS PORTUARIOS YÁNGEL GARCÍA ALTOZANO DIRECTOR LOGÍSTICOS, S.A.Name or registered name of the Registered name of significant Office director shareholder REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO ROPERFELI, S.A. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO VILA ÁUREA, S.L. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. ACS, SERVICIOS, COMUNICACIONES YÁNGEL GARCÍA ALTOZANO DIRECTOR ENERGÍA, S.L. IRIDIUM CONCESIONES DEÁNGEL GARCÍA ALTOZANO DIRECTOR INFRAESTRUCTURAS, S.A.ÁNGEL GARCÍA ALTOZANO ACS, SERVICIOS Y CONCESIONES, S.L. DIRECTOR
REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO ÁUREA FONTANA, S.L. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO ADMIRABILIA, S.L. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.ÁNGEL GARCÍA ALTOZANO HOCHTIEF, A.G. DIRECTOR REPRESENTATIVE OF SOLE ADMINISTRATOR OFÁNGEL GARCÍA ALTOZANO CORPORATE FUNDING, S.L. ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A.ÁNGEL GARCÍA ALTOZANO TRÉBOL INTERNATIONAL BV DIRECTOR 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:B.1.18 Indicate, as the case may be, the amendments made to the regulations of the boardof directors during the financial year: YES Descriptions of modificationsAt the General Ordinary Shareholders’ Meeting held on 21 June 2011, the modification wasreported of the following articles of the Regulations of the Board of Directors of the Companywhich was approved by the Board of Directors at its meeting on 17 May 2011: Article 4 (Mission),Article 13 (The Auditing and Control Committee), Article 15 (Method of adopting the agreements),Article 16 (Appointment of Directors), Article 22 (Remuneration of the Directors), Article 24 (Dutyof diligent administration), Article 27 (Duty of loyalty), Article 28 (Conflicts of Interest), Article 34(Related persons) and Article 40 (Relations with the auditors); suppression of Article 25 (Duty offidelity) and introduction of a new article related to “Duty of non-competition”.B.1.19 Indicate the procedures for the appointment, re-election, evaluation and removal ofdirectors. Include details on the competent bodies, the procedures to be followed and thecriteria applied to each procedure.
The procedures for the appointment, re-election, evaluation and removal of board members arebasically regulated under Articles 16 to 19 of the Regulations of the Board of Directors, transcribedbelow:“Article 16. Appointment of Board Members1. The directors shall be appointed by the General Shareholders’ Meeting or by the Board ofDirectors in accordance with the provisions of the Spanish Capital Company Act.2. Proposals for the appointment of directors submitted by the Board of Directors to theGeneral Shareholders’ Meeting for consideration, and resolutions on the appointment ofdirectors adopted by the Board using the powers to co-opt members afforded to it by law, mustboth be preceded by a corresponding proposal by the Appointments and RemunerationCommittee, when it is a question of independent directors, and a report for other directors.Article 17. Appointment of non-executive directorsThe Board of Directors and the Appointments and Remuneration Committee shall, within thescope of their powers, ensure that candidates for election are persons of recognized standing,competence and experience, and shall be particularly rigorous with respect to those whooccupy the offices of independent directors indicated in Article 5 of this Regulation and underthe terms of the standards of good governance applicable thereto.Article 18. Term of office1. Directors shall hold office for the term indicated under the Articles of Association and shallbe 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 considersthe interests of the Company to be in jeopardy, a director whose term of office has ended orwho for any other reason ceases to hold office may not work for any other company that hasthe same or similar corporate purposes as those of the Company and that is a competitor ofthe Company in the opinion of the Board of Directors, for such period as the Board mayestablish, which shall in no case be more than two (2) years.Article 19. Removal of directors1. Directors shall cease to hold office on expiry of their term of office and when removed bythe General Shareholders’ Meeting in exercising the powers conferred on it by law and by theArticles of Association.2. Directors shall tender their resignation and, if the Board of Directors considers itappropriate, shall formally resign in the following cases:a) When they cease to hold the executive office linked to their appointment as a director. Theindependent 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 jeopardize 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 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 the reduction of their proprietary 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 formalize, if required by the latter, their resignation 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 of the Board could jeopardize 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 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 ofchief executive officer of the company. If so, indicate the measures taken to limit the risks ofaccumulation of power by a single individual: YES Indicate, and as the case may be, 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. NO
B.1.22 Are qualified majorities, other than those legally established, required to adoptcertain types of resolutions? 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:Proposals of transformation, merger, split-off or dissolution of the company, global transfer of itsassets and liabilities, contribution of a branch of activity, change of business purpose, increase ordecrease of share capital. 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-thirds of directors present or represented 67.00Description of resolution:Approval and modification of the Regulations of the Board. 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-thirds of directors present or represented 67.00Description of resolution:In the event of permanent delegation of any power of the Board of Directors conferred upon theExecutive Committee or the Chief Executive Officer and the appointment of the directors to holdsuch 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-thirds of directors present or represented 66.00Description of resolution:Investments and divestments when higher than any of the following figures:a) Two hundred million (200 million) Euros.b) A figure equivalent to 5% of the Company’s own resources. 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 67.00Description of resolution: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 boardsof directors of subsidiaries and investee companies. Quorum %That required to hold a valid meeting: half of the members plus one 51.00 Type of majority % 67.00Favourable vote of more than two third of directors present or representedB.1.23 Explain whether specific requirements exist to be appointed as chairman, other thanthose applicable to directors: NOB.1.24 Indicate whether the Chairman holds the casting ballot: NOB.1.25 Indicate whether the Articles of Association or the Regulations of the Board ofDirectors establish an age limit for directors: YES
Age limit for the Chief Age limit for the Chairman Age limit for Directors Executive Officer 0 70 0B.1.26 Indicate whether the Articles of Association or the Regulations of the Board of Directors limit theterm in office of independent directors: YESMaximum number of years in office 12B.1.27 Should the number of women directors be very low or nil, explain the reasons whyand the plans adopted to change that situation. Reasons and plansThe 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 whenconsidering 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 downprocedures to eliminate implicit biases in selection processes hindering the employment ofwomen and whether said Committee has deliberately sought out women who meet theprofile required for the position: NO Indicate the main proceduresB.1.28 Indicate whether formal procedures exist to delegate votes for the meetings of theBoard 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 yearunder review. Likewise, point out, as the case may be, the number of times that the Boardhas met without the attendance of its Chairman:Number of meetings of the Board of Directors 7
Number of Board meetings without the attendance of its Chairman 0Indicate the number of meetings held by the various Board Committees during the yearunder review:Number of Executive or Delegated Committee meetings 8Number of Audit Committee meetings 8Number of Appointments and Remuneration Committees meetings 7Number of Appointments Committee meetings 0Number of Remuneration Committee meetings 0B.1.30 Indicate the number of meetings held by the Board of Directors not attended by allits members during the year under review. Representatives attending without specificinstructions 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 5.797B.1.31 Indicate whether the individual and consolidated annual statements presented to theBoard for approval have been previously certified: YES Indicate, as the case may be, the person or persons certifying the individual or consolidated annual statements for their formulation by the Board:
Name Position CHAIRMAN - CHIEF EXECUTIVESALVADOR ALEMANY MAS OFFICERFRANCISCO REYNÉS MASSANET CHIEF EXECUTIVE OFFICER GENERAL MANAGER OFFRANCISCO JOSÉ ALJARO NAVARRO FINANCIAL AND CORPORATE DEVELOPMENTB.1.32 Explain, should there be any, the mechanisms laid down by the Board of Directors toavoid that the individual and consolidated statements that it formulates are presented to theGeneral Shareholders’ Meeting with qualifications of the auditor’s report. The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include ensuring that the company’s annual statements 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 statements. 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 statements. 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? NOB.1.34 Explain the appointment and removal procedures of the Board Secretary and indicatewhether his appointment and removal have received the opinion of the AppointmentsCommittee and approved by the Board of Directors in full. Appointment and removal procedureBy resolution of the Board of Director and subject to the report from the Appointments andRemuneration Committee.Does the Appointments Committee issue a report on the nomination? YESDoes the Appointments Committee issue a report on the removal? YES
Does the Board of Directors in full approve the nomination? YESDoes 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? YESB.1.35 Indicate, as the case may be, whether mechanisms have been established by thecompany to preserve the independence of the auditor, financial analysts, investment banksand rating agencies. The Articles of Association (Art. 22) and the Regulations of the Board of Directors of Abertis (Art. 13) establish as one of the competences of the Audit and Control Committee that of receiving information on those questions that may put in danger the independence of the external account auditor. To accomplish this, the Audit and Control Committee approves the audit services and other services rendered by the external auditors, supervises the fees charged by them and monitors the percentage of such fees in the total income of the Audit firm. Furthermore, it controls the independence and rotation of members of the audit team pursuant to the existing standards in the field and obtains letters confirming the independence duly signed by the auditors of all the companies controlled by the Group. In accordance with the legal requirements, the company’s annual accounts include the fees paid to the company’s external auditor for the audit services rendered as well as 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.B.1.36 Indicate whether during this year the company has changed its external auditor. Ifso, please, identify the former and new auditor: NO Former Auditor New AuditorIn the event of disagreements with the former Auditor, please explain the content of suchdisagreements: NO
B.1.37 Indicate whether the audit firm carries out work for the company and/or its groupother than the audit work. In such case, indicate the fees received for such work and thepercentage of such fees of the total amount charged to the company and/or its group: YES Company Group TotalAmount of work performed other than the audit (Thousand 989 574 1,563Euros)Amount of non-audit work/total amount invoiced by the 85.410 44.790 64.070Audit firm (in %)B.1.38 Indicate whether the Audit Report on the previous year’s annual accounts containreservations or qualifications. As the case may be, indicate the reasons given by theChairman of the Audit Committee to explain the content and scope of said reservations orqualifications. NOB.1.39 Indicate the number of consecutive years the current audit firm has been auditingthe company and/or group annual accounts. Likewise, indicate the percentage representedby the number of years audited by the current audit firm in the total number of years thecompany’s annual accounts have been audited: Company GroupNumber of consecutive years 26 18 Company GroupNumber of years audited by the current audit firm / number of years the 66.8 100.0company has been audited (%)B.1.40 Indicate the shareholdings of the members of the company’s Board of Directors inthe share capital of companies engaged in the same, similar or complementary activities asthat 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:Name or registered name of % Office or Registered name of company Director shareholding functionsSALVADOR ALEMANY MAS SBA INFRAESTRUCTURAS, S.A. 0.026 CHAIRMANISIDRO FAINÉ CASAS TELECOM ITALIA 0.004 -
Name or registered name of % Office or Registered name of company Director shareholding functionsISIDRO FAINÉ CASAS TELEFÓNICA, S.A. 0.010 VICE-CHAIRMAN CHAIRMAN ANDFLORENTINO PÉREZ ACS, ACTIVIDADES DE 12.520 CHIEF EXECUTIVERODRÍGUEZ CONSTRUCCIÓN Y SERVICIOS, S.A. OFFICERG3T, S.L. SABA INFRAESTRUCTURAS, S.A. 0.135 -GONZALO GORTÁZAR FRANCE TELECOM 0.000 -ROTAECHELEOPOLDO RODÉS CASTAÑÉ SABA INFRAESTRUCTURAS, S.A. 0.001 -MARCELINO ARMENTER VIDAL TELEFÓNICA, S.A. 0.000 - ACS, ACTIVIDADES DEPABLO VALLBONA VADELL 0.016 VICE-CHAIRMAN CONSTRUCCIÓN Y SERVICIOS, S.A. CORPORATE ACS, ACTIVIDADES DEÁNGEL GARCÍA ALTOZANO 0.108 GENERAL CONSTRUCCIÓN Y SERVICIOS, S.A. MANAGERB.1.41 Indicate and, as the case may be, describe whether there is a procedure for externalconsultants to advise the Board members: YES Explanation of the procedureIn accordance with Article 21 of the regulations of the Board of Directors on Assistance fromexperts:1. In order to be assisted in performing their duties, non-executive directors may, when there arespecial circumstances requiring it, engage legal, accounting and financial advisers or other expertsat the Company’s expense. The engaging of such services must necessarily be connected withspecific problems of a certain importance and complexity arising in the course of performing theirduties.2. The decision to engage such services must be notified to the Chief Executive Officer and may bevetoed 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.
B.1.42 Indicate whether a procedure exists that provides directors with the necessaryinformation to duly prepare the meetings of the company’s management bodies in a timelymanner. If so, describe: YES Procedure DetailsThe procedure allowing the directors to have the necessary information to prepare the meetingsof the governing bodies with sufficient time is based on the submission of written materials aweek 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 securitymeasures for the exclusive and personalized use of the directors of the Company, known as theAbertis Directors’ Information System, which furthermore contains documentary information suchas the minutes of the Board of Directors and Committee meetings, resolutions on corporategovernance, annual reports and relevant events, amongst others.B.1.43 Indicate and as the case may be explain whether the company has laid down rulesrequiring the directors to report and even resign in cases where the credit and reputation ofthe company may be damaged: YES Explanation of the rulesIn accordance with 19.2 of the Regulations of the Board of Directors, directors shall tender theirresignation.a) ...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 theregulators for a serious or very serious misdemeanour.d) When their membership of the Board could jeopardize the interests of the Company and whenthe reasons for which they were appointed cease to apply.B.1.44 Indicate whether any member of the Board of Directors has informed the companythat he is being prosecuted or summonsed to appear in court for any offence indicated insection 124 of the Spanish Public Limited Companies Act: NO
Indicate whether the Board of Directors has analysed the case. If so, explain fully thedecision taken on the permanence or removal of the Director. NODecision taken Explanation in fullB.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 TypeSALVADOR ALEMANY MAS CHAIRMAN EXECUTIVE NON-INDEPENDENT /FLORENTINO PÉREZ RODRÍGUEZ MEMBER PROPRIETARYFRANCISCO REYNÉS MASSANET MEMBER EXECUTIVE NON-INDEPENDENT /G3T, S.L. MEMBER PROPRIETARY NON-INDEPENDENT /ISIDRO FAINÉ CASAS MEMBER PROPRIETARY NON-INDEPENDENT /MARCELINO ARMENTER VIDAL MEMBER PROPRIETARYTHEATRE DIRECTORSHIP SERVICES ALPHA, NON-INDEPENDENT / MEMBERS.À.R.L. PROPRIETARYTHEATRE DIRECTORSHIP SERVICES GAMA, NON-INDEPENDENT / MEMBERS.À.R.L. PROPRIETARYAPPOINTMENTS AND REMUNERATION COMMITTEE Name Position Type NON-INDEPENDENT /MANUAL RAVENTÓS NEGRA CHAIRMAN PROPRIETARYMIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ MEMBER INDEPENDENT NON-INDEPENDENT /RICARDO FORNESA RIBÓ MEMBER PROPRIETARYTHEATRE DIRECTORSHIP SERVICES ALPHA, NON-INDEPENDENT / MEMBERS.À.R.L. PROPRIETARY NON-INDEPENDENT /ÁNGEL GARCÍA ALTOZANO MEMBER PROPRIETARY
AUDIT AND CONTROL COMMITTEE Name Position TypeERNESTO MATA LÓPEZ CHAIRMAN INDEPENDENTEMILIO GARCÍA GALLEGO MEMBER INDEPENDENTMARCELINO ARMENTER VIDAL MEMBER NON-INDEPENDENT / PROPRIETARYB.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 YESrequirements, the appropriate definition of the consolidation scope andapplication of accounting criteria.Periodically reviewing the internal control systems and risk management in YESorder to identify, manage and adequately disclose the main risks.Ensuring the independence and effectiveness of the internal audit function;proposing the selection, appointment, re-election and removal of the person incharge of the internal audit service; proposing the budget for this service; YESreceiving periodical information on its activities; and verifying that seniormanagement is taking into account the conclusions and recommendations intheir reports.Establishing and monitoring a mechanism allowing employees to reportconfidentially, and if necessary, anonymously, any major irregularities, YESespecially of a financial or accounting nature that have been detected in thecompany.Submitting to the Board of Directors proposals for the selection, appointment, YESre-election and replacement of the external auditor and the respective termsof engagement.Receiving regular information from the external auditor on the audit plan and YESthe results of its execution, and verifying that senior management takes theirrecommendations into account. YESEnsuring the independence of the external auditor.Should there be a group of companies, facilitating for the group auditor the YESaudits of the group companies.
B.2.3 Describe the organization and functioning rules and the responsibilities of eachCommittee 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 always be non-executive directors. At least one of the members of the audit Committee shall be independent and shall be designated taking into account his knowledge and experience in accounting, auditing or both subjects. 2. Notwithstanding any other tasks which may be assigned to it by the current laws or 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 auditors, their terms of engagement, the scope of their professional mandate and, where appropriate, their dismissal or non-renewal, all in accordance with the current laws. c) To report to the General Shareholders’ 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 contract 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 establish the appropriate relations with the external auditors or auditing firms in order to receive information on matters that could jeopardize their independence and any other matters relating to the performance 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. At any rate, they must receive annually from the account auditors or the auditing firms the written confirmation of their independent in relations to the company or its directly or indirectly related companies, as well as the information on additional services of any type of loans to these companies by the aforementioned auditors or firms, or by the persons or entities related to them in accordance with the provisions of the Law 19/1988, of 12 July, on Account Audits. i) To issue annually, prior to the issue of the audit report, a report in which an opinion on the independence of the account auditors or auditing firms will be expressed. This report must inform, in every case, on the provision of additional services to which reference was made in the preceding section. j) 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. These competences shall be understood to include but not be limited to those other that the Board of Directors might assign. 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.
Name of the Committee APPOINTMENTS AND REMUNERATION COMMITTEEBrief description Article 14 of the Regulations. The Appointments and Remuneration Committee. 1. The Appointments and Remuneration Committee shall be made up of non-executive directors, the number of which shall be determined by the Board of Directors and its composition of shall reasonably reflect the relation on the Board between proprietary directors and independent directors. 2. Notwithstanding any other tasks that 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 the proposals of appointments of Directors, so that the Board may either co-opt them directly or submit them to the decision of the General Shareholders’ Meeting. 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 the director’s performance. f) To provide information on operations that involves 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 advisable 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.Name of the Committee EXECUTIVE OR DELEGATED COMMITTEEBrief description A transcription of Articles 11 and 12 of the Regulations of the Board of Directors is as follows: “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. 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 (200,000,000 Euros), 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 eachcommittee: Name of the Committee AUDIT AND CONTROL COMMITTEE Brief description SEE SECTION B.2.3. Name of the Committee APPOINTMENTS AND REMUNERATION COMMITTEE Brief description SEE SECTION B.2.3. Name of the Committee EXECUTIVE OR DELEGATED COMMITTEE Brief description SEE SECTION B.2.3.B.2.5 Indicate, as the case may be, the existence of regulations governing the boardcommittees, where such regulations are available for consultation, any amendments to thesame during the financial year, and whether each committee voluntarily prepares an annualreport on its activities. Name of committee AUDIT AND CONTROL 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 2011, which is set out in section G of this Report. At the same time, the Audit and Control Committee has prepared a self-assessment, which was submitted to the Board of Directors in full, and which was endorsed by the latter.
Name of committee APPOINTMENTS AND REMUNERATION 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 Appointments and Remuneration Committee has prepared a self-assessment, which was submitted to the Board of Directors in full, and which was endorsed by the latter. Name of committee EXECUTIVE OR DELEGATED 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 Executive Committee has prepared a self-assessment, which was submitted to the Board of Directors in full, and which was endorsed by the latter.B.2.6 Indicate whether the composition of the executive committee reflects the sameproportion as the various types of directors on the board of directors: NO If not, explain the composition of your executive committee.The Executive Committee is made up of two executive officers and six proprietary directors.
C- RELATED OPERATIONSC.1 Indicate whether the Board of Directors in full has reserved for itself the power toapprove, the operations that the Company concludes with directors, significant orrepresented shareholders on the Board, or persons associated with them: YESC.2 List the relevant operations entailing a transfer of resources or obligations between thecompany or group entities and the significant shareholder of the company: Name or registered Name or registered Amount name of the Nature of the Type of name of the company (thousand significant relationship operation or group entity Euros) shareholder Dividends and ABERTIS otherADMIRABILIA, S.L. INFRAESTRUCTURAS, Shareholding 128,017 distributed S.A. benefits Contractual ABERTIS AIRPORTS, GuaranteesCAIXABANK, S.A. (guarantees – 28 S.A. received limit 1,000) ABERTIS FinancialCAIXABANK, S.A. INFRAESTRUCTURAS Contractual 4,773 income FINANCE, BV ABERTIS FinancialCAIXABANK, S.A. INFRAESTRUCTURAS Contractual 1,886 expenses FINANCE, BV Loan ABERTIS Contractual agreementsCAIXABANK, S.A. INFRAESTRUCTURAS (Hedging and capital 100,526 FINANCE, BV operations) contributions (borrower) ABERTIS FinancialCAIXABANK, S.A. INFRAESTRUCTURAS, Contractual 1,733 income S.A. Loan ABERTIS Contractual agreementsCAIXABANK, S.A. INFRAESTRUCTURAS, (Credit - limit and capital 8,377 S.A. 255,000) contributions (borrower) Loan ABERTIS Contractual agreementsCAIXABANK, S.A. INFRAESTRUCTURAS, (Hedging and capital 543,463 S.A. operations) contributions (borrower) ABERTIS Contractual GuaranteesCAIXABANK, S.A. INFRAESTRUCTURAS, (Guarantees - 63,143 received S.A. limit of 66,589)
Name or registered Name or registered Amount name of the Nature of the Type of name of the company (thousand significant relationship operation or group entity Euros) shareholder Loan Contractual ABERTIS agreements (syndicatedCAIXABANK, S.A. INFRAESTRUCTURAS, and capital 71,250 loans – limit of S.A. contributions 71,250) (borrower) ABERTIS FinancialCAIXABANK, S.A. INFRAESTRUCTURAS, Contractual 12,156 expenses S.A. Contractual GuaranteesCAIXABANK, S.A. ABERTIS TELECOM, S.A. (Guarantees - 0 received limit of 4,000) Loan Contractual agreements andCAIXABANK, S.A. ADESAL TELECOM, S.L. (loan – limit capital 1,530 1,530) contributions (borrower) AUTOPISTA VASCO Commercial ARAGONESA, (Credit card Receipt ofCAIXABANK, S.A. 975 CONCESIONARIA DEL receipt services ESTADO, S.A. commissions) Loan AUTOPISTA VASCO Contractual agreements ARAGONESA, (SyndicatedCAIXABANK, S.A. and capital 26,413 CONCESIONARIA DEL loan - limit of contributions ESTADO, S.A. 26,413) (borrower) Commercial AUTOPISTAS, (Credit card Receipt ofCAIXABANK, S.A. CONCESIONARIA 2,269 receipt services ESPAÑOLA, S.A. commissions) AUTOPISTAS, Contractual GuaranteesCAIXABANK, S.A. CONCESIONARIA (Guarantees – 3,186 received ESPAÑOLA, S.A. limit of 10,000) AUTOPISTES DE CATALUNYA, S.A. Contractual GuaranteesCAIXABANK, S.A. CONCESSIONÀRIA DE (Guarantees – 8,128 received LA GENERALITAT DE limit of 12,000) CATALUNYA
Name or registered Name or registered Amount name of the Nature of the Type of name of the company (thousand significant relationship operation or group entity Euros) shareholder Loan Contractual agreementsCAIXABANK, S.A. HISPASAT, S.A. (Credit – limit and capital 0 of 2,103) contributions (borrower) Loan Contractual agreements (SyndicatedCAIXABANK, S.A. HISPASAT, S.A. and capital 1,336 loans - limit of contributions 1,336) (borrower) HOLDING FinancialCAIXABANK, S.A. D’INFRAESTRUCTURES Contractual 1,240 income DE TRANSPORT, S.A.S. Contractual HOLDING (interest and FinancialCAIXABANK, S.A. D’INFRAESTRUCTURES 7,001 exchange rate expenses DE TRANSPORT, S.A.S. hedging) Loan HOLDING Contractual agreementsCAIXABANK, S.A. D’INFRAESTRUCTURES (Hedging and capital 66,818 DE TRANSPORT, S.A.S. operations) contributions (borrower) Loan Contractual HOLDING agreements (SyndicatedCAIXABANK, S.A. D’INFRAESTRUCTURES and capital 8,219 loan – limit of DE TRANSPORT, S.A.S. contributions 11,909) (borrower) INFRAESTRUCTURES Contractual GuaranteesCAIXABANK, S.A. VIÀRIES DE (Guarantees - 0 received CATALUNYA, S.A. limit of 6,000) RETEVISIÓN I, S.A. Contractual GuaranteesCAIXABANK, S.A. SOCIEDAD (Guarantees – 8,729 received UNIPERSONAL limit of 15,000) SABA APARCAMIENTOS, FinancialCAIXABANK, S.A. Contractual 5,829 S.A. expenses Contractual GuaranteesCAIXABANK, S.A. SERVIABERTIS, S.L. (Guarantees – 5 received limit of 2,000)
Name or registered Name or registered Amount name of the Nature of the Type of name of the company (thousand significant relationship operation or group entity Euros) shareholder SERVICIOS Contractual GuaranteesCAIXABANK, S.A. AUDIOVISUALES (Guarantees - 258 received OVERON,S.L. limit of 1,020) Loan SERVICIOS Contractual agreementsCAIXABANK, S.A. AUDIOVISUALES (Credit - limit of and capital 292 OVERON,S.L. 1,020) contributions (borrower) Loan SERVICIOS Contractual agreementsCAIXABANK, S.A. AUDIOVISUALES (Loans - limit of and capital 4,590 OVERON,S.L. 4,590) contributions (borrower) Contractual GuaranteesCAIXABANK, S.A. TRADIA TELECOM, S.A. (Guarantees – 269 received limit of 3,000) ABERTIS Dividends andCRITERIA INFRAESTRUCTURAS, Shareholding other profits 257,775CAIXAHOLDING, S.A.U. S.A. distributed Sale of tangible ABERTIS assets,CRITERIA INFRAESTRUCTURAS, Contractual intangible 161,866CAIXAHOLDING, S.A.U. S.A. assets or other assets ABERTIS Dividends andINVERSIONES INFRAESTRUCTURAS, Shareholding other profits 96,545AUTOPISTAS, S.L. S.A. distributed ABERTIS Dividends andTRÉBOL INFRAESTRUCTURAS, Shareholding other profits 193,667INTERNATIONAL BV S.A. distributedVIDACAIXA, S.A. DE ABERTIS Contractual Receipt ofSEGUROS Y CONCESIONARIA 1,687 (insurance) servicesREASEGUROS ESPAÑOLA, S.A.C.3 Describe the relevant transactions involving a transfer of resources or obligationsbetween the company or companies within the group and the company’s administrators orexecutives:
C.4 Describe the relevant transactions undertaken by the company with other companies inthe same group, provided they were not eliminated during the process of preparing theconsolidated financial statements and are not a habitual part of the company’s purposes andconditions:C.5 Identify, as the case may be, any situation of conflict of interest of company directors asestablished under article 127.3 of the Spanish Public Limited Companies Act. YES Name or registered name of the Director ISIDRO FAINÉ CASAS Description of situation of conflict of interest Financial operations with related parties Name or registered name of the Director LEOPOLDO RODÉS CASTAÑÉ Description of situation of conflict of interest Financial operations with related parties Name or registered name of the Director MANUEL RAVENTÓS NEGRA Description of situation of conflict of interest Financial operations with related parties Name or registered name of the Director MARCELINO ARMENTER VIDAL Description of situation of conflict of interest Financial operations with related parties Name or registered name of the Director RICARDO FORNESA RIBÓ Description of situation of conflict of interest Financial operations with related partiesC.6 Describe the mechanisms established to detect, determine and resolve the possibleconflicts of interest between the company and/or its group, and its directors, managers orsignificant 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? NO Identify the subsidiary companies listed in Spain:
D- RISK MANAGEMENT SYSTEMSD.1 General description of the company and/or group risk policy, detailing and evaluatingthe risks covered by the systems and proof of suitability of such systems for the profile ofeach type of risk. The risk management 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 strategic management and risk profile of Abertis Group. The Corporation establishes the levels of risk exposure 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, transfers and monitors the most relevant risks of its different business and corporate units and of the corporation and ensures that the level of risk exposure assumed by Abertis is consistent with the objective risk profile. Furthermore, the model defines the persons responsible for management, supervision and determination of limits for each risk category. Abertis’ 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 maturity A major part of the business is carried out through time-limited concessions, which entails 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 companies of the group must comply with both specific and general standards (accounting, environmental, employment, 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. Competition The creation of alternative infrastructures, the development of new urban areas or of new industrial poles, the changes in the mobility trends or the entry of new competitors in some business sectors, can directly impact the development of the business.
TechnologyThe appearance of new technologies and standards can involve the obsolescence of equipment,the need for new investments in assets and RD, as well as the transformation of operatingprocesses in certain Group businesses.Customer demandThe evolution of the economy has a significant influence on the different group businesses.Customer concentrationIn certain businesses the negotiating power of customers is especially high as a result of theirspecific weight compared to total turnover.Degree of controlRisk of a lack of strategic alignment in the evolution and profits of the companies not controlledby the Group.Ramp upRisks in the initial phase, risks of overruns of time and costs of projects that the Group maycarry out, as well as the risk of not achieving the estimated revenue levels.Country riskAs a consequence of the nature of a significant part of the investments of the Group (long-termconcessionary contracts), the investments of the Abertis Group are located in countries with ahigh degree of legal security and stability, although the particular situation of some countriescould, at some time, affect the evolution of the business.2. Financial risksLoss in value or earnings due to adverse movements in financial variables and the inability ofthe company to meet its commitments or realize 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 exposure to fluctuations in interest rates. There is also exposure to fluctuations inexchange rates due to investments in foreign currency, bond issues and loans in foreigncurrencies.Abertis has corporate financial risk management policy that sets the acceptable levels offinancial risk determining the hedging policies and avoiding speculative operations. It alsoanalyses its exposure to forecast cash flows and the value of company assets and liabilities tofluctuations 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 minimize to a great extent the effectsarising from market tensions.Furthermore, the evolution of inflation has a special impact on the Group given that the ratesof a major part of the businesses are indexed to prices.
3. 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), organization, financial information (availability, integrity, confidentiality and relevance), fraud and compliance. The description of the principal characteristics of the internal control and risk management systems in relation to the financial information issue process (including in this section the operational risks) is done is a specific section of this report. Abertis performs continuous supervision and analysis of the insurable risks in the Group and has implemented a Corporate International Program of insurance that seeks to achieve, in favourable conditions for taking advantage of synergies and volume, a level of cover appropriate to the risk policies and levels established by the Directors. The Abertis Group also has 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 companyand/or its group: YES If so, indicate the circumstances causing them and if the control systems set up have worked. Risk materialized during the year Decre Causing circumstances Evolu Functioning of control systems CircuD.3 Indicate whether there is a committee or other government body in charge of setting upand monitoring these control mechanisms: YES If so, list the functions of such body. Name of committee or body Audit Description of functions The Audit and Control Committee, as a function assigned by the Board of Directors, supervises the internal control system and risk management with the support of the Risk Control and Internal Audit Division. This Division has set up mechanisms to identify and monitor risks inherent to the different businesses, drawing up and updating the risk maps, both at corporate level and the level of the different business units.
Furthermore, the annual internal audit plan contemplates the supervision of the identified risks. Name of committee or body Executive Committee Description of functions The Executive Committee, as the delegated body of the Board of Directors, adopts the specific guidelines on risk limits and management. Name of committee or body Management Committee Description of functions The Management Committee is responsible for implementing the defined risk policies and supervising the risk management activities carried out. Name of committee or body Board of Directors Description of functions The Board of Directors, as the maximum decision-making and representative body of the company, is 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 thecompany and/or its group. The Company and its subsidiaries undertake their activity within different legislative frameworks: sectors, securities markets, environment, employment and tax legislation, etc., in Spain and in 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: · The 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, with the rules laid down by the regulatory bodies and by ensuring the compliance with the principles and criteria of good governance. · Legal Advisory Office: its purpose is to ensure 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 and ethical standards. · Tax planning: ensures global observance of the group’s tax requirements, establishing compliance with laws and positioning the group when required. · Internal Audit: ensures the observance of internal procedures and their adaptation to the regulatory requirements through its examinations. Additionally, the different companies in the group conduct the monitoring of the observance of specific rules and are acting as channels for relations with regulatory bodies through the general managers’ offices.. Likewise, data processing 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 submitted to certain regulatory bodies (Telecommunications Market Commission, Government Delegations in companies operating toll motorway concessions, etc.)
E - GENERAL SHAREHOLDERS’ MEETINGE.1 Indicate and, as the case may be, describe the differences between the quorums set outin the Spanish Public Limited Companies Act and quorums under the Articles of Associationfor holding a valid General Shareholders’ Meeting. NO Quorum % other than that Quorum % other than that established under section established under section 103 of 102 of the Spanish Public the Spanish Public Limited Limited Companies Act in Companies Act general casesQuorum required for 0 0meetings on first callQuorum required for meetings 0 0on second callE.2 Indicate whether there are any differences with the regime established under theSpanish Public Limited Companies Act (SPLCA) with regards to the adoption of companyresolutions: NODescribe the differences with the regime established under said Act.E.3 List the rights of shareholders with regards to the general shareholders’ meetings thatdiffer from those set out in the SPLCA.E.4 Indicate, as the case may be, measures adopted to promote participation ofshareholders in the General Meeting of Shareholders. The call for the meeting must be published on a full page in national newspapers and in others of the cities of Barcelona and Madrid, as well as the publication in BORME (Official Gazette of the Companies’ Registry) and in the web page of the CNMV (National Securities Commission) and in that of Abertis. A personalized letter addressed to each and every depository company will be sent together with the convening notice. 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 Shareholders’ Meeting effectively undertakes the functions mandated by law, the Articles of Association and the Regulations of the General Shareholders’ Meeting. To foster the participation of shareholders, the Regulations of the General Shareholders’ Meeting, approved by the Shareholders’ Meeting itself, 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 items included 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 that in the place and on the date of the meeting, the shareholders will have several means to submit proposals of resolutions to the General Shareholders’ Meeting. In order to facilitate the vote of financial intermediaries which appear 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 Shareholders’ Meeting on his behalf. In the call to meeting and until the holding of the General Shareholders’ Meeting, a Shareholders’ Electronic Forum will be implemented, to which the individual shareholders as well as voluntary associations that may be constituted may have access, for the purpose of facilitating communication prior to the General Shareholders’ Meeting. In the Forum proposals can be published that they intend to present as a complement of to the agenda announced in the call to meeting, adhesion requests for such proposals, initiatives to achieve the sufficient percentage in order to exercise a minority right provided by the law, as well as offers or requests for volunteer representation.E.5 Indicate whether the office of Chairman of the General Shareholders’ Meeting coincideswith 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 functioningof the General Shareholders’ Meeting: YES MeasuresAbertis, in accordance with the recommendations of the corporate governance report and all legalprovisions, has a series of regulations governing the General Shareholders’ Meeting based on suchrecommendations and the practical experience of previous years which ensures the independenceand the proper functioning of such meeting by meticulously respecting the rights of shareholders ofsignificant shareholders as well as institutional and in the same measure the minority interests.E.6 Indicate, as the case may be, the modifications made during this year to the Regulationsof the General Meeting of Shareholders. In the General Ordinary Shareholders’ Meeting held on the date of 21 June 2011, the new writing of the following articles of the Regulations of the Company’s General Shareholders’ Meeting: Article 1 (“Purpose and Publication of the Regulation”), Article 2 (“General Shareholders’ Meeting”), Article 3 (“Classes of Meetings”), Article 4 (“Power and Obligation of Calling the Meeting”), Article 5 (“Meeting Announcement”), Article 8 (“Representation”), Article 10 (“Organization of the General Shareholders’ Meeting”), Article 11 (“Constitution of the Shareholders’ Meeting”), Article 18 (“Voting for the proposed agreements”) and Article 20 (“Adoption of agreements and finalization of the Meeting”), for the purpose of perfecting its writing and adapt it to the modification of the Articles of Association and to the recent changes in laws, as well as to include a new Article 6 bis related to the “Shareholders’ Electronic Forum”.
E.7 Indicate attendance figures for the General Meetings of Shareholders during the yearcovered by this report: Attendance Data Date of General % of % Long-distance voting % TotalShareholders’ Meeting physical by Proxy Electronic Other presence voting 0.000 21/06/2011 0.876 70.267 0.000 71.143E.8 Indicate briefly the resolutions adopted in the General Meeting of Shareholders held inthe year examined by this present report and percentage of votes each resolution has beenapproved with. General Meeting of Shareholders held on 21 June 2011: 1. Review and approval of the individual and consolidated annual statements, management reports and remuneration policy report, application of the results and the Management of the Board of Directors. Percentage in favour: 99.9214%. Percentage against: 0.0773%. Percentage of abstentions: 0.0013%. 2. Ratification of the incorporation of Saba Infraestructuras and authorization of the non- monetary contribution to it by the Company of all the shares of Saba Aparcamientos, S.A. and Abertis Logística, S.A. Percentage in favour: 99.9193%. Percentage against: 0.0775%. Percentage of abstentions: 0.0032%. 3. Ratification of the agreement of the Board of Directors for the distribution of an interim dividend of the results of financial year 2011, offering the shareholders the possibility of being paid in case and/or by means of the awarding of shares of Saba Infraestructuras, S.A. Percentage in favour: 99.9221%. Percentage against: 0.0770%. Percentage of abstentions: 0.0009%. 4. Ratification and where necessary authorization of the Board of Directors to transfer to Viana SPE, S.L.; ProA Capital Iberian Buyout Fund I USA, F.C.R. de Régimen Simplificado; ProA Capital Iberian Buyout Fund I Europa, F.C.R. de Régimen Simplificado; ProA Capital Iberian Buyout Fund I España, F.C.R. de Régimen Simplificado; and Criteria CaixaCorp, S.A. or “la Caixa” or a subsidiary company controlled by it, the shares owned by the Company in Saba Infraestructuras, S.A. that remain in its power after the execution of the preceding agreement. Percentage in favour: 99.9147%. Percentage against: 0.0787%. Percentage of abstentions: 0.0066%. 5. Return of contributions to the Company’s shareholders charged to the Issue Premium account. Percentage in favour: 99.9944%. Percentage against: 0.0045%. Percentage of abstentions: 0.0011%.
6. Increase in share capital, with charge against the issue premium, with the consequentamendment of Article 5 of the Articles of Association and request to be listed for trading inofficial markets and other organized markets. Percentage in favour: 99.9943%. Percentageagainst: 0.0050%. Percentage of abstentions: 0.0007%.7. Amendment of certain articles of the Articles of Association for the purpose of adaptingthem to recent regulatory changes and to amend their writing. Percentage in favour:99.8762%. Percentage against: 0.0409%. Percentage of abstentions: 0.0829%.8. Examination and approval, where applicable, of the amendment of certain articles of theRegulation of the General Shareholders’ Meeting of the Company. Percentage in favour:99.8795%. Percentage against: 0.0434%. Percentage of abstentions: 0.0771%.9. Information to the General Shareholders’ Meeting on the amendment of the Regulations ofthe Board of Directors agreed by said Board. Not submitted to a vote.10. Removal, appointment and reelection of Board Members:Upon the proposal of the Board, at the urging of the Appointments and RemunerationCommittee:Ratification of the appointments made under Article 244 of the Public Limited Companies Actand to appoint the following directors for the statutory period of five years:Théatre Directorship Services Alpha, S.à.r.l, as proprietary director, on the joint proposal ofTrébol International BV and Admirabilia, S.L. Percentage in favour: 93.1921%. Percentageagainst: 6.7019%. Percentage of abstentions: 0.1060%.Théatre Directorship Services Beta, S.à.r.l, as proprietary director, on the joint proposal ofTrébol International BV and Admirabilia, S.L. Percentage in favour: 93.4979%. Percentageagainst: 6.1848%. Percentage of abstentions: 0.3173%.Théatre Directorship Services Gama, S.à.r.l, as proprietary director, on the joint proposal ofTrébol International BV and Admirabilia, S.L. Percentage in favour: 93.4979%. Percentageagainst: 6.4760%. Percentage of abstentions: 0.0261%.Antonio Tuñón Álvarez, as proprietary director, on the joint proposal of Trébol International BVand Admirabilia, S.L. Percentage in favour: 93.5249%. Percentage against: 5.4944%.Percentage of abstentions: 0.9807%.Gonzalo Gortázar Rotaeche, as proprietary director, on the proposal of Criteria CaixaCorp, S.A.Percentage in favour: 93.6098%. Percentage against: 6.0729%. Percentage of abstentions:0.3173%.Re-election as directors of the company for the statutory period of five years:G3T, S.L., as proprietary director, on the proposal of Inversiones Autopistas, S.L. Percentage infavour: 93.5935%. Percentage against: 6.3525%. Percentage of abstentions: 0.0540%.Leopoldo Rodés Castañé, as proprietary director, on the proposal of Criteria CaixaCorp, S.A.Percentage in favour: 93.5086%. Percentage against: 6.4374%. Percentage of abstentions:0.0540%.
Manuel Raventós Negra, as proprietary director, on the proposal of Criteria CaixaCorp, S.A. Percentage in favour: 92.2817%. Percentage against: 7.4010%. Percentage of abstentions: 0.3173%. 11. Delegation of powers to the Board of Directors to issue promissory notes, bonds, and other fixed income securities. Percentage in favour: 98.1720%. Percentage against: 1.8244%. Percentage of abstentions: 0.0036%. 12. Plan for delivery of shares 2011 and adaptation Share Option Plans 2007, 2008, 2009 and 2010 to the future structure of the Abertis Group. Percentage in favour: 99.8808%. Percentage against: 0.1176%. Percentage of abstentions: 0.0016%. 13. Appointment of Auditors for the Company and its consolidated group. Percentage in favour: 99.8023%. Percentage against: 0.1170%. Percentage of abstentions: 0.0807%. 14. Delegation of powers to formalize agreements adopted by the Shareholders’ Meeting. Percentage in favour: 99.9391%. Percentage against: 0.0588%. Percentage of abstentions: 0.0021%.E.9 Indicate whether any restrictions exist under the Articles of Association exit establishinga minimum number of shares necessary to attend the General Meeting of Shareholders: YESNumber of shares necessary to attend the General Shareholders’ Meeting 1000E.10 Indicate and justify the policies followed by the company with regards to voting proxiesat 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 may appoint another person to stand as proxy, who need not be a shareholder. Each shareholder may only have one proxy at a Shareholders’ 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 187 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 proxy document 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 represented shareholder. 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 represented shareholder may be adversely affected. In this case, the proxy shall immediately inform the represented shareholder, 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 represented shares 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.E.11 Indicate whether the company is aware of the policies of institutional investors takingpart or not in the company’s decisions: NOE.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 Market Act in the wording given by Law 26/2003 of 17 July, under Order ECO/3772/2003 of 26 December, and Circular 4/2007 of 27 December of the CNMV. The information included on the website can be read in four languages: Catalan, Spanish, English and French.
F - COMPLIANCE LEVEL WITH THE CORPORATE GOVERNANCE RECOMMENDATIONSIndicate the level of compliance of the Company with the recommendations of the UnifiedCode of Good Governance. Should the company fail to comply with any of them, pleaseexplain the recommendations, rules, practices or criteria applied by the company.1. The Articles of Association of listed companies should not limit the maximum number ofvotes that a single shareholder may cast and should not impose other restrictions that mayhinder 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 with2. When a parent company and a subsidiary company are both listed, they have to definepublicly 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 and C.7 Not applicable3. That, although not required expressly by commercial Law, the operations entailing astructural modification to the company and in particular those operations listed below shall besubmitted to the approval of the General Meeting of Shareholders: a) The transformation of listed companies into holding companies by means of “affiliation” or incorporation of subsidiary entities of essential activities so far developed by the company itself, even if the company holds full control over them; b) Acquisition or disposal of essential operational assets, when entailing an factual modification of the Company’s purpose; c) Operations of similar effect to the liquidation of a company. Complied with4. 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 time ofpublishing the announcement of the General Meeting of Shareholders. Complied with5. Substantially independent matters shall be voted separately at the General Meeting ofShareholders, 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 with6. Companies should allow the vote to be fractioned in order for the financial intermediariesthat appear legitimized as shareholders but who act on behalf of various clients to cast theirvotes in accordance with their clients’ instructions. See section: E.4 Complied with7. The Board should perform its functions with a single purpose and independently and treat allshareholders equally. The interest of the Company, understood as maximising continuously thecompany’s economic value, should guide the Board.The Board should ensure that in its relationships with its stakeholders that the company abideby all laws and regulations, observe its obligations and contracts in good faith, respect thecustoms and best practices of sectors and territories where the activity takes place, andobserve the additional principles of social responsibility accepted voluntarily. Complied with8. The Board should undertake, as its main purpose, to approve the company’s strategy andorganization necessary to put them into practice and supervise and ensure that theManagement team complies with the goals set out and respects the company’s purposes andinterests. 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. See section: B.1.14.
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 countries or territories that have the consideration of 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 authorization 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 and C.6 Complied with9. It is recommended that the Board be of an appropriate size in order to allow for efficiencyand facilitate participation. It is advisable that the number of members not be lower than fiveor greater than fifteen. See section: B.1.1 Explain The functioning of the Board is effective and participatory. There are now 20 members. 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 shouldrepresent a large majority in the Board and the number of executive directors should be theminimum necessary, taking into account the complexity of the company group and thepercentage 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 nor independent, the companyshould explain such circumstance and the links of that director with the company, themanagers or the shareholders.See section: B.1.3 Complied with12. Among the external directors, the ratio between the number of proprietary or non-independent directors and independent directors should reflect the existing ratio between theshare capital represented by proprietary or non-independent directors and the rest of the sharecapital. 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 capitalized companies in which there are almost 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 with13. The number of independent directors should be less than a third of the total number ofdirectors.See sections: B.1.3 Explain See recommendation number 9.14. The nature of each director should be explained by the Board before the General Meetingof Shareholders in charge of appointing him or ratifying his appointment. Such appointmentshould be confirmed, and as the case may be, revised yearly in the Annual corporategovernance report, subject to verification of the Appointments Committee. The report shouldalso explain why proprietary or non-independent directors proposed by shareholders holdingless than 5% of capital have been appointed. It should also explain why formal proposals toappoint directors have been turned down when coming from shareholders holding the same ormore shares than those whose proposals for appointing non-independent directors have beenaccepted.See sections: B.1.3 and B.1.4 Complied with15. If the number of women directors is very low or nil, the Board should explain the reasonsand initiatives adopted to correct such situation. In particular, the Appointments Committeeshould 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-Chairmanship corresponds to the representative of G3T, S.L. Ms. Carmen Godia Bull.16. The Chairman, as the person in charge of the Board’s proper functioning, should ensurethat the Directors receive sufficient information prior to the meetings. He should stimulatedebate and the active participation of directors during the Board meetings, defend theirfreedom to take positions and speak. He should organize and coordinate with the relevantCommittee Chairmen the periodical evaluation of the Board and, when applicable, theevaluation of the Chief Executive Officer or Chief Executive.See sections: B.1 42 Complied with17. When the Board’s Chairman is also the Company’s Chief Executive, one of theindependent directors shoul