abertis infraestructuras, s.a. · in third parties 17,584 51,294 finance costs 18.d (359,524)...

Abertis Infraestructuras, S.A. Financial Statements for the year ended 31 December 2014 and Directors' Report, together with Auditor's Report

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 23). In the event of a discrepancy, the Spanish-language version prevails.

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 23). In the event of a discrepancy, the Spanish-language version prevails.

INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS

To the Shareholders of Abertis Infraestructuras, S.A.,

Report on the Financial Statements

We have audited the accompanying financial statements of Abertis Infraestructuras, S.A. (the Company), which comprise the balance sheet as at 31 December 2014 and the related income statement, statement of changes in equity, statement of cash flows and notes to the financial statements for the year then ended.

Directors’ Responsibility for the Financial Statements

The Company's directors are responsible for preparing the accompanying financial statements so that they present fairly the Company's equity, financial position and results in accordance with the regulatory financial reporting framework applicable to the Company in Spain (identified in Note 2-a to the accompanying financial statements) and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the audit regulations in force in Spain. Those regulations require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3

Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the equity and financial position of Abertis Infraestructuras, S.A. as at 31 December 2014, and its results and its cash flows for the year then ended in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein.

Report on Other Legal and Regulatory Requirements

The accompanying directors’ report for 2014 contains the explanations which the directors consider appropriate about the Company’s situation, the evolution of its business and other matters, but is not an integral part of the financial statements. We have checked that the accounting information in the directors' report is consistent with that contained in the financial statements for 2014. Our work as auditors was confined to checking the directors' report with the aforementioned scope, and did not include a review of any information other than that drawn from the accounting records of Abertis Infraestructuras, S.A.

DELOITTE, S.L.

Iván Rubio

17 February 2015

ABERTIS INFRAESTRUCTURAS, S.A. Financial Statements and Directors’ Report for the year ended 31 December 2014 Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 23). In the event of a discrepancy, the Spanish-language version prevails.

1

CONTENTS

Balance sheets at 31 December ............................................................................................. 2 Income statements ..................................................................................................................... 4 Statements of changes in equity ............................................................................................ 5 Statements of cash flows .......................................................................................................... 8 Notes to the financial statements for 2014: 1. General information ......................................................................... 10

2. Basis of presentation ........................................................................ 11

3. Proposed distribution of profit ............................................................ 14

4. Accounting policies and measurement bases ......................................... 15

5. Financial risk management ................................................................ 31

6. Intangible assets ............................................................................. 34

7. Property, plant and equipment ........................................................... 36

8. Investments in group companies and associates .................................... 37

9. Long- and short-term financial investments .......................................... 52

10. Derivative financial instruments ......................................................... 53

11. Non-current assets held for sale ......................................................... 56

12. Cash and cash equivalents ................................................................ 56

13. Shareholders’ equity ........................................................................ 57

14. Short- and long-term debts payable .................................................... 62

15. Long-term employee benefit obligations ............................................... 66

16. Other provisions .............................................................................. 71

17. Income tax and tax situation .............................................................. 71

18. Income and expenses ....................................................................... 77

19. Contingencies and commitments ........................................................ 80

20. Related party transactions ................................................................. 80

21. Subsequent events .......................................................................... 93

22. Other information ............................................................................ 93 23. Explanation added for translation to English ......................................... 93 Appendix: Direct and indirect shareholdings ............................................... 96 Directors' report for 2014 ....................................................................... 120 1. Information required under article 262 of the spanish limited liability companies law ..................................................................................... 120

2. Annual corporate governance report.................................................. 128

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company in Spain (see Notes 2 and 23). In the event of a discrepancy, the Spanish-language version prevails.

Abertis Infraestructuras, S.A.

Balance Sheets at 31 December (in thousands of euros)

2

ASSETS Notes 2014 2013 NON-CURRENT ASSETS Intangible assets 6 4,966 1,185 Studies and projects 9 18 Goodwill 477 477 Computer software 4,480 690 Property, plant and equipment 7 12,712 9,327 Land and buildings 8,758 8,834 Plant and other items of property, plant and equipment

3,954 493

Long-term investments in Group companies and associates

8 11,543,929

11,916,075

Equity instruments 3,876,643 3,632,415 Loans to companies 20.c 7,667,286 8,283,660 Long-term financial investments 18,759 14,623 Derivative financial instruments 9/10 17,287 13,776 Other financial assets 9 1,472 847 Deferred tax assets 17.c 17,230 40,332

TOTAL NON-CURRENT ASSETS 11,597,596 11,981,542 CURRENT ASSETS Non-current assets held for sale 11 24,704 90,455 Trade and other receivables 25,733 88,893 Receivables from Group companies and associates 20.c 2,799 7,348 Sundry receivables 1,007 1,896 Employee receivables 9 22 Current tax assets 5,623 79,582 Other tax receivables 16,295 45 Short-term investments in Group companies and associates

8/20.c 980,699

862,519

Loans to companies 979,048 857,824 Other financial assets 1,651 4,695 Short-term financial investments 9 732 3,028 Other financial assets 732 3,028 Current prepayments and accrued income 379 2 Cash and cash equivalents 12 737,419 1,606,815

TOTAL CURRENT ASSETS 1,769,666 2,651,712 TOTAL ASSETS 13,367,262 14,633,254

These balance sheets should be read together with the Notes on pages 10 to 119.



Balance Sheets at 31 December (in thousands of euros)

3

EQUITY AND LIABILITIES Notes 2014 2013

EQUITY Shareholders’ equity 13 6,271,383 6,268,559Share capital 2,694,915 2,566,586Reserves 3,305,415 3,358,079(Treasury shares) (150,287) (12,973)Profit for the year 717,781 639,191(Interim dividend) (296,441) (282,324)

Valuation adjustments (1,134) (403)Hedges 10 (1,134) (403)

TOTAL EQUITY 6,270,249 6,268,156 NON-CURRENT LIABILITIES Long-term provisions 3,881 13,835Long-term employee benefit obligations 15 126 7,879Other provisions 16 3,755 5,956Long-term payables 5,066,934 5,285,927Bonds and other marketable securities 14 4,636,520 4,393,306Bank borrowings 14 50,000 762,374Finance lease payables 14 420 -Derivative financial instruments 10/14 119,048 129,581Other financial liabilities 14 260,946 666Long-term payables to Group companies and associates

20.c 551,797 759,594

Deferred tax liabilities 17.c 836,166 1,227,626TOTAL NON-CURRENT LIABILITIES 6,458,778 7,286,982 CURRENT LIABILITIES Short-term payables 14 146,857 583,577Bonds and other marketable securities 112,386 554,815Bank borrowings 14,855 22,602Finance lease payables 146 -Derivative financial instruments 10/14 19,470 6,160Short-term payables to Group companies and associates

20.c 432,097 457,751

Trade and other payables 59,281 36,788Sundry payables 24,782 15,278Remuneration payable 14,202 2,822Other tax payable 18,272 17,008Other debts 2,025 1,680

TOTAL CURRENT LIABILITIES 638,235 1,078,116TOTAL EQUITY AND LIABILITIES 13,367,262 14,633,254

These balance sheets should be read together with the Notes on pages 10 to 119.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework

applicable to the Company in Spain (see Notes 2 and 23). In the event of a discrepancy, the Spanish-language version prevails.


Income statements for the years ended 31 December (in thousands of euros)

4

INCOME STATEMENT Notes 2014 2013

Revenue 18.a 437,533 658,759Services 23,161 23,403Income from shareholdings in equity of Group companies and associates

20.c

414,372 635,356

Other operating income 3,908 6,247Sundry and other income 3,908 6,231Operating grants - 16

Staff costs 18.b (27,595) (29,756)Wages, salaries and similar expenses (20,239) (17,951)Employee benefit costs (7,420) (11,805)Provisions 64 -

Other operating expenses (44,013) (39,585)Outside services (42,874) (39,486)Taxes other than income tax (247) (99)Losses on, impairment of and changes in allowances for trade receivables

(892) -

Amortisation and depreciation charge (1,215) (589)Impairment losses and gains or losses on disposal of non-current assets

18.c

(37,894) (2)

Impairment and other losses (37,901) -Gains (losses) on disposal and other 7 (2)

PROFIT FROM OPERATIONS 330,724 595,074

Finance income 18.d 357,203 392,917Marketable securities and other financial instruments 357,203 392,917

In Group companies and associates 20.c 339,619 341,623In third parties 17,584 51,294

Finance costs 18.d (359,524) (361,210)Borrowings from Group companies and associates 20.c (59,173) (57,717)Borrowings from third parties (300,351) (303,493)

Change in fair value of financial instruments 18.d 3,501 (14,501)Held-for-trading and other 3,501 (14,501)

Exchange differences 18.d 6,373 27,642

NET FINANCIAL PROFIT 7,553 44,848

PROFIT BEFORE TAX 338,277 639,922Income tax 17 379,504 (731)

PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS

717,781 639,191

PROFIT FOR THE YEAR 717,781 639,191 These income statements should be read together with the Notes on pages 10 to 119.

Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework

applicable to the Company in Spain (see Notes 2 and 23). In the event of a discrepancy, the Spanish-language version prevails.


Statements of changes in equity for the years ended 31 December

(in thousands of euros)

5

A) STATEMENT OF INCOME AND EXPENSE RECOGNISED IN EQUITY

Notes 2014 2013

Profit for the year per income statement 717,781 639,191

Income and expense recognised directly in equity (1,568) (891)

Arising from cash flow hedges 10 (1,649) 465Arising from actuarial gains and losses and other adjustments

(413) (1,375)

Tax effect 494 19

Transfers to the income statement 423 571

Arising from cash flow hedges 10 605 816Tax effect (182) (245)

TOTAL RECOGNISED INCOME AND EXPENSE 716,636 638,871

These statements of recognised income and expense should be read together with the Notes on pages 10 to 119.

Tra

nsla

tion

of f

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Statements of changes in equity for the years ended 31 Decem

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6

B) STATEMENT OF CHANGES IN EQUITY

Reserves

(Treasury

shares)

Profit (loss)

brought

forw

ard

Profit for

the year

(Interim

dividend)

Valuation

adjustm

ents

TOTAL

Registered

share capital

2012 CLOSING BALANCE

2,444,367

3,198,796 (72,027)

-

596,299 (268,880) (1,299)

5,897,256

Total recognised income and

expense

(1,216)

639,191

896

638,871

Transactions with

shareholders or owners

- Capital increase

122,219

(122,219)

-

- Distribution of dividends

(268,880)

(282,324)

(551,204)

- Transactions with treasury

shares (net)

59,054

59,054

Other changes in equity

282,718

268,880

(596,299)

268,880

224,179


2,566,586

3,358,079 (12,973)

-

639,191

(282,324) (403)

6,268,156

These statements of changes in equity should be read together with the Notes on pages 10 to 119.

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of f

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Statements of changes in equity for the years ended 31 Decem

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7

B) STATEMENT OF CHANGES IN EQUITY

Reserves

(Treasury

shares)

Profit (loss)

brought

forw

ard

Profit for

the year

(Interim

dividend)

Valuation

adjustm

ents

TOTAL

Registered

share capital


2,566,586 3,358,079 (12,973)

-

639,191 (282,324)

(403)

6,268,156

Total recognised income and

expense

(414)

717,781

(731)

716,636

Transactions with

shareholders or owners

- Capital increase

128,329

(128,329)

-

- Distribution of dividends

(282,324)

(296,441)

(578,765)

- Transactions with treasury

shares (net)

(137,314)

(137,314)

Other changes in equity

76,079

282,324

(639,191)

282,324

1,536


2,694,915 3,305,415 (150,287)

-

717,781 (296,441)

(1,134)

6,270,249

These statements of changes in equity should be read together with the Notes on pages 10 to 119.



Statements of cash flows for the years

ended 31 December (in thousands of euros)

8

Notes 2014 2013 CASH FLOWS FROM OPERATING ACTIVITIES 397,456 714,077 Profit for the year before tax Adjustments to profit: Amortisation and depreciation charge Impairment losses Gains (losses) on derecognition and disposal of non-

current assets Finance income Finance costs Exchange differences Change in fair value of financial instruments Changes in working capital: Trade and other receivables Other current assets Trade and other payables Other non-current assets and liabilities Other cash flows from operating activities: Interest paid Interest received Income tax recovered (paid) Other payments (receipts)

6/7

18.c

18.d

20.c

338,277

1,215 38,793

(7) (357,203) 359,524

(6,373) (3,501)

(17,312) 1,894

25,929 5

(366,997) 362,713 26,098 (5,599)

639,922

589 -

2 (392,917) 361,210

(27,642) 14,501

(14,638) (1,489)

(17,729) 6

(353,222)

393,184 104,241

8,059

CASH FLOWS FROM INVESTING ACTIVITIES 549,156

232,797

Payments due to investments Group companies and associates Intangible assets Property, plant and equipment Other financial assets Proceeds from disposals Group companies and associates Intangible assets Other financial assets Non-current assets held for sale

8 6 7 8 6 7

(1,537,209)

(4,508) (3,875) (915)

2,056,404

9 299

38,951

(630,544)

(102) (9)

(218) 750,503

67 113,100

- These statements of cash flows should be read together with the Notes on pages 10 to 119.



Statements of cash flows for the years

ended 31 December (in thousands of euros)

9

Notes 2014 2013 CASH FLOWS FROM FINANCING ACTIVITIES (1,822,381) (708,786) Proceeds and payments relating to equity instruments: Issue of own equity instruments Acquisition of own equity instruments Disposal of own equity instruments Proceeds and payments relating to financial liabilities: Issue Bonds and other marketable securities Bank borrowings Borrowings from Group companies and associates Redemption and repayment of: Bonds and other marketable securities Bank borrowings Borrowings from Group companies and associates Dividends and returns on other equity instruments: Dividends

13.a 13.a 13.a

20.c

20.c

13.b

(106)

(160,113) 21,962

368,222 601

59,941

(554,971) (725,149) (254,003)

(578,765)

(6)

(153,360) 121,595

589,208 203,700 49,909

(207,027) (751,923)

(9,678)

(551,204)

Effect of exchange rate changes

6,373

27,642

NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS

(869,396)

265,730 Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

12

12

1,606,815

737,419

1,341,085

1,606,815

These statements of cash flows should be read together with the Notes on pages 10 to 119.

10


NOTES TO THE FINANCIAL STATEMENTS FOR 2014 1. GENERAL INFORMATION Abertis Infraestructuras, S.A. (Abertis or the Company) was incorporated in Barcelona on 24 February 1967. Its registered office is at Avenida del Parc Logístic No. 12-20, Barcelona. On 30 May 2003, the Company changed its name from Acesa Infraestructuras, S.A. to its current name.

Its business purposes include the construction, maintenance and operation of toll roads under concession; the management of toll road concessions in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of toll roads, including service stations, integrated logistics and/or transport centres and/or car parks, as well as any other activity related to transport infrastructure and communications and/or telecommunications for the mobility and transport of people, goods and information, with the required authorisation, as applicable.

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

Abertis is the Parent of a group of subsidiaries, and under current legislation it is required to separately prepare consolidated financial statements. The consolidated financial statements of the Abertis Group for 2014 were authorised for issue by the Directors at a meeting of the Board of Directors held on 17 February 2015.

The consolidated financial statements for 2013 were approved by the General Shareholders’ Meeting of Abertis Infraestructuras, S.A. held on 1 April 2014 and were filed with the Barcelona Mercantile Registry.

The main aggregates of the consolidated financial statements for 2014, which were prepared in accordance with Final Provision Eleven of Law 62/2003, of 30 December, under International Financial Reporting Standards adopted by the European Union, are as follows:

11

2014 Total assets 27,768,623 Equity (of the Parent) 3,157,164 Equity (of non-controlling interests) 2,853,155 Income from consolidated operations 4,888,663 Profit for the year attributable to the Parent 655,079 Profit for the year attributable to non-controlling interests 149,663

The aggregates contained in all the financial statements (balance sheet, income statement, statement of changes in equity and statement of cash flows) and the notes to the financial statements are expressed in thousands of euros, which is the Company’s presentation and functional currency, unless indicated otherwise. 2. BASIS OF PRESENTATION a) Regulatory financial reporting framework applicable to the Company The accompanying financial statements were prepared by the Directors in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

- the Code of Commerce, the Spanish Limited Liability Companies Law, the law on structural changes in companies and other business legislation;

- the Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and sector-specific adaptations, as well as Royal Decree 1159/2010, of 17 September, introducing certain amendments to the National Chart of Accounts;

- the mandatory rules approved by the Spanish Accounting and Audit

Institute in order to implement the Spanish National Chart of Accounts and supplementary rules;

- other applicable Spanish accounting regulations.

12

b) Fair presentation These financial statements were prepared on the basis of the Company’s accounting records and are presented in accordance with the applicable financial reporting standards framework, especially the accounting principles and criteria contained therein. They were formally prepared by the Directors of the Company in order to express fairly its equity, financial position, results from its operations, and changes in equity and cash flows that occurred in the year, in accordance with the aforementioned legislation in force. The Company’s financial statements will be presented to the Shareholders’ Meeting within the legally established period. The Directors of the Company expect these accounts to be approved without any changes. The Company’s financial statements for the year ended 31 December 2013 were approved at the General Shareholders' Meeting held on 1 April 2014.

c) Non-obligatory accounting principles applied No non-obligatory accounting principles were applied. However, the directors prepared these financial statements taking into account all of the obligatory accounting principles and standards with a significant effect thereon. All obligatory accounting principles were applied. d) Key issues in relation to the measurement and estimation of uncertainty

Preparation of these financial statements requires that the Directors make certain accounting estimates and judgements. These estimates and judgements are reviewed on an ongoing basis and based on historical experience and other factors, including expectations regarding future events, which are considered reasonable under the circumstances.

13

The main estimates and judgements considered in preparing the financial statements are the following:

� Useful lives of intangible assets and property, plant and equipment (see Notes 4.1 and 4.2)

� Possible impairment of goodwill and other assets (see Notes 4.1, 4.2, 4.3, 6 and 7)

� Recoverable amount of investments in Group companies and associates

and of the loans granted to them (see Notes 4.6 and 8). � Fair value of derivatives and other financial instruments (see Notes 4.7

and 10). � Assumptions used in determining liabilities for pension obligations and

other obligations to employees (see Notes 4.11 and 15). � Estimated income tax expense and the principle of recognition of

deferred taxes (see Notes 4.10 and 17).

� Evaluation of litigation, provisions, obligations, contingent assets and liabilities at year-end (see Note 4.12).

Although the estimates used were made based on the best information available at the date of authorisation for issue of these financial statements, any future modification to these estimates would be applicable prospectively as from that time, and the effect of the change in the estimates would be recognised in the income statement for the year in question. e) Comparative information The information included in the accompanying notes relating to 2014 is presented for purposes of comparison with the information relating to 2013. f) Correction of errors No significant errors in the preparation of the accompanying financial statements were detected that required the figures disclosed in the 2013 financial statements to be restated.

14

g) Grouping of items Certain items of the balance sheet, income statement, statement of changes in equity and statement of cash flows are grouped together to make them easier to understand; however, whenever the amounts involved are material, the information is broken down in the related notes to the financial statements. 3. PROPOSED DISTRIBUTION OF PROFIT The distribution of 2014 profit proposed by the Company's Directors for approval at the General Shareholders’ Meeting is as follows:

Basis of distribution (profit and loss) 717,781

Distribution:

Dividends 592,882

Legal reserve 25,666

Goodwill reserve (see Note 13.b) 23

Voluntary reserves 99,210

717,781

If on the dividend distribution date, the Company were to hold shares without dividend rights, the amount corresponding to those shares would be transferred to voluntary reserves. In 2014 an interim dividend totalling EUR 296,441 thousand was paid, equivalent to EUR 0.33 gross per share, payable on all the shares that make up the share capital of the Company. The aforementioned proposed distribution of EUR 592,882 thousand in profit includes the payment of an interim dividend in the amount of EUR 296,441 thousand referred to above.

15

In accordance with the requirements of article 277 of the Spanish Limited Liability Companies Law, a provisional accounting statement prepared by the Company showing that it has had sufficient profit for the period to permit the distribution of the interim dividend as well as the liquidity statement establishing that there is sufficient cash to make the interim dividend payment as indicated are set forth below.

Provisional statement prepared on 30 September 2014 for the distribution of the interim dividend

Net profit for the period from 1 January to 30 September 2014 365,812

Less:

Legal reserve (25,666)

Goodwill reserve (24)

Maximum possible distribution 340,122

Amount proposed and distributed 296,441

Liquidity available prior to payment (*) 3,367,860

Gross amount of interim dividend (296,441)

Liquidity available after payment 3,071,419

(*) Includes cash and undrawn credit lines with banks.

4. ACCOUNTING POLICIES AND MEASUREMENT BASES The main accounting policies and measurement bases used by the Company in preparing its financial statements for 2014 and 2013, in accordance with the Spanish National Chart of Accounts, were as follows: 4.1. Intangible assets As a general rule, the intangible assets indicated below are recognised at acquisition or production cost less accumulated amortisation and any loss due to impairment, useful life being evaluated on the basis of prudent estimates.

16

The carrying amount of intangible assets is reviewed for possible impairment when certain events or changes indicate that their carrying amount may not be recoverable, as described in Note 4.3. a) Goodwill

Goodwill represents the surplus of the business combination acquisition cost over the fair or market value of the identifiable net assets of the company acquired at the acquisition date. Consequently goodwill is recognised only when it has been acquired for consideration and relates to future economic profits from assets that have not been identified individually and recognised separately. Goodwill recognised separately is not amortised and is tested for impairment to determine whether its value has declined to a level below the carrying amount, and the impairment is recognised in the income statement for the year, as applicable (see Note 4.3). For the purposes of this evaluation of the possible impairment losses, goodwill is assigned to its respective cash-generating unit (CGU). Nonetheless, any impairment loss recognised for goodwill is not reversed in subsequent periods.

b) Computer software

This heading refers principally to the amounts paid for ownership or for rights to use computer programmes, only when they are expected to be used over several years. Computer software is stated at acquisition cost and amortised over its useful life (between 3 and 5 years). Staff costs and other expenses directly related to intangible assets are capitalised as part of the investment until brought into use. Computer software maintenance costs are charged to the income statement in the year in which they are incurred.

4.2. Property, plant and equipment Property, plant and equipment is accounted for at acquisition or production cost less accumulated depreciation and any loss due to impairment, in

17

accordance with the principle set forth in Note 4.3. Staff costs and other costs directly related to property, plant and equipment are capitalised as part of the investment until brought into use. Costs incurred to renovate, enlarge or improve items of property, plant and equipment which increase the capacity or productivity or extend the useful life of the asset are capitalised as part of the cost of the related asset, provided that the carrying amount of the assets replaced and derecognised from inventories is known or can be estimated. The costs of major overhauls are capitalised and depreciated over their estimated useful lives, while recurring upkeep and maintenance costs are charged to the income statement in the year in which they are incurred. The depreciation of property, plant and equipment, except for land, which is not depreciated, is calculated systematically on a straight-line basis, using the estimated useful life of the assets, based on the actual decline in value caused by their use and by wear and tear. The depreciation rates used to calculate the depreciation of the various items of property, plant and equipment are as follows:

Rate Buildings and other constructions 2 - 8 % Plant and other items of property, plant and equipment

5 - 30

%

When an asset's carrying amount exceeds its estimated recoverable amount, the carrying amount is immediately reduced to its recoverable amount, and the effect is taken to the income statement for the year (see Note 4.3).

4.3 Impairment on non-financial assets The Company evaluates, at each balance sheet date, whether there is any indication of impairment in the value of any asset. If any such indication exists, or when an annual impairment test is required (in the case of assets with an indefinite useful life, such as goodwill), the Company estimates the asset's recoverable amount, which is the greater of the fair value of an asset less costs to sell and its value in use.

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To determine the value in use of an asset, the future cash inflow that the asset is expected to generate is discounted from its present value using an interest rate that reflects the current value of money at long-term rates and the specific risks of the assets (risk premium). In the event that the asset analysed does not generate cash flows that are independent of those from other assets (as is the case for goodwill), the fair value or value in use of the cash-generating unit that includes the asset (smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets) is estimated. In the event of an impairment loss for a cash-generating unit, the loss is first allocated to reduce the carrying amount of any goodwill allocated and then to the other assets pro rata on the basis of the carrying amount of each asset. Impairment losses (excess of an asset’s carrying amount over the recoverable amount) are recognised in the income statement for the year. With the exception of goodwill, where impairment losses are irreversible, the Company assesses at the end of each reporting period whether there is any indication that an impairment loss recognised in prior periods for an asset may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated. An impairment loss recognised in prior periods is reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. In such a case, the carrying amount of the asset is increased to its recoverable amount. The increased carrying amount shall not exceed the carrying amount that would have been determined, net of amortisation or depreciation, had no impairment loss been recognised for the asset in prior years. This reversal would be recognised in the income statement for the year. 4.4 Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases:

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a) Operating leases Expenses from operating leases are taken to the income statement on an accruals basis. Any collection or payment that might be made when arranging an operating lease will be treated as a prepaid lease collection or payment, which will be allocated to profit or loss over the lease term in accordance with the time pattern in which the benefits of the leased asset are provided or received. b) Finance leases For finance leases in which the Company acts as the lessee, the Company recognises the cost of leased assets in the balance sheet based on the nature of the leased asset and, simultaneously, a liability for the same amount. This amount is the lower of the fair value of the leased asset at the inception of the lease or, if lower, the present value of the minimum lease payments, plus the purchase option, when there is no reasonable doubt that it will be exercised. The calculation does not include contingent payments, service costs or taxes that can be passed on by the lessor. The total finance charge on the lease is taken to the income statement for the year in which it is incurred, using the effective interest method. Contingent payments are expensed on an accruals basis.

The assets recognised for these types of transactions are depreciated on the basis of their nature using criteria similar to those applied to other items of property, plant and equipment. 4.5 Cash and cash equivalents For the purposes of the statement of cash flows, “Cash and cash equivalents” includes the Company's cash and current deposit accounts with an initial maturity of three months or less. The carrying amount of these assets is similar to their fair value. 4.6 Financial assets Financial assets are initially recognised at the fair value of the consideration given plus directly attributable transaction costs.

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Since 1 January 2010, fees paid to tax advisors or other professionals in relation to the acquisition of investments in Group companies which exercise control over the investee are recognised directly in the income statement. The Company's financial assets are classified as: a) Loans and receivables

Loans and receivables are financial assets originating from the sale of goods or the rendering of services in the ordinary course of the Company's business, or those that are not of commercial origin, are not equity instruments or derivatives, have fixed or determinable payments and are not traded on an active market. This account mainly relates to: - Loans granted to Group entities, associates or related entities which

are valued initially at fair value and subsequently at amortised cost using the effective interest method.

- Deposits and guarantees recognised at their nominal value, which does not differ significantly from their fair value.

- Trade accounts receivable, which are measured at their nominal

amount, which is similar to fair value at initial recognition. This value is reduced, if necessary, by the corresponding provision for bad debts (impairment loss) whenever there is objective evidence that the amount owed will not be partially or fully collected, which is charged against the income statement for the year.

At year-end, the necessary impairment losses are recognised if there is objective evidence that the total receivable will not be collected.

b) Equity investments in Group companies, associates and jointly controlled entities

Group companies are deemed to be those related to the Company as a result of a control relationship and associates are companies over which the Company exercises significant influence. Jointly controlled entities include companies over which, by virtue of an agreement, control is exercised with one or more partners.

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They are stated at cost less any impairment losses and, if a hedge of a net investment in a foreign operation is designated, adjusted by the part of the hedge that meets the criteria for qualifying as an effective hedge. Nonetheless, when there is an investment prior to its classification as a Group company, jointly controlled entity or associate, the cost of the investment is its carrying amount before it is classified as such. The preceding valuation adjustments recognised directly in equity are maintained until the asset is derecognised. If there is objective evidence that the carrying amount is not recoverable, the necessary adjustments are made for the difference between the carrying amount and the recoverable amount, the latter being understood as the greater of its fair value less costs to sell and the present value of the cash flows generated by the investment. Unless there is better evidence of the recoverable amount, the estimate of the impairment of the investments takes into account the equity of the investee adjusted by the amount of the unrealised gains existing at the time of acquisition that remain at the date of its subsequent measurement. Valuation adjustments and, as appropriate, their reversal, are recognised in the income statement in the year in which they arise.

The Company derecognises a financial asset when the right to receive the asset’s cash flows has expired or is sold and substantially all the risks and rewards of ownership have been transferred. The assets that are designated as hedges are subject to the valuation requirements of hedge accounting (see Note 4.7). 4.7 Financial derivatives and hedge accounting The Company uses derivative financial instruments to manage its financial risk arising principally from fluctuations in interest rates and exchange rates (see Note 5). These derivative financial instruments, whether or not they have been classified as hedges, are recognised at fair value (both initially and in later valuations), which is the year-end market value of listed instruments, or according to valuations based on the analysis of discounted cash flows using assumptions that are mainly based on the market conditions at the balance sheet date for unlisted derivative instruments. At the inception of the hedge, the Company documents the relationship between the hedging instruments and the hedged items, as well as its risk

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management objective and the strategy for undertaking the hedge. The Company also documents how it will assess, both initially and on an ongoing basis, whether the derivatives used in the hedges are highly effective for offsetting changes in the fair value or cash flows attributable to the hedged risk. The fair value of derivative financial instruments is set out in Note 10. The criteria used to account for these instruments are as follows: a) Fair value hedges

Changes in the fair value of the designated derivatives that meet the conditions to be classified as fair value hedges of assets or liabilities are recognised in the income statement for the year in the same heading that includes any change in the fair value of the hedged asset or liability attributable to the hedged risk. This corresponds mainly to those derivative financial instruments arranged by the Company to convert fixed interest debt into floating rate debt.

b) Cash flow hedges The effective portion of the gain or loss on derivatives classified as cash flow hedges, net of the related tax effect, is recognised in equity under “Hedges” until the hedged item matures or is sold or it is no longer probable that the transaction will take place, at which point the cumulative gains or losses in equity are transferred to the income statement for the year. Any ineffective portion of the gain or loss on the derivatives are recognised directly in the income statement for the year under “Change in fair value of financial instruments”. This type of hedge corresponds primarily to those derivatives entered into by the Company that convert floating rate debt to fixed rate debt.

c) Hedges of a net investment in a foreign operation The Company finances its major foreign investments in the same functional currency in which they are held so as to reduce the foreign currency risk. This is carried out by obtaining financing in the

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corresponding currency or by entering into cross currency and interest rate swaps. Hedges of net investments in foreign operations in subsidiaries, jointly controlled entities and associates are accounted for as a fair value hedge on the exchange rate component. The changes in fair value of the designated derivatives, which meet the conditions for qualifying as hedges of net investments in foreign operations, are recognised in the income statement under “Change in fair value of financial instruments”, together with any changes in the fair value of the hedged investment in subsidiaries, jointly controlled entities or associates that is attributable to foreign currency risk.

d) Derivatives not qualifying for hedge accounting If any derivatives do not meet the criteria to qualify for hedge accounting, any gains or losses arising from changes in the fair value of the derivatives are taken directly to the income statement for the year.

e) Fair value and valuation techniques Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, irrespective of whether that price is directly observable or estimated using another valuation technique.

Classification of the derivative financial instruments on the balance sheet as current or non-current will depend on whether the maturity at year-end is less or more than one year. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year.

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At 31 December 2014, the Company designated some of these derivative financial instruments as “hedge accounting transactions”, taking the changes in the fair value of the effective portion, in the case of cash flow hedges, to equity, and in case of the remaining hedges, to income. For the remaining derivatives entered into that failed to meet all the requirements indicated above to qualify as hedges, changes in fair value, irrespective of the type of instrument, are taken to income. 4.8 Equity The costs of issuing new shares or options are recognised directly against equity, as a reduction to reserves. Any treasury shares acquired by the Company are recognised under “Treasury shares” as a reduction of equity and stated at their acquisition cost (including any directly attributable incremental costs), without recognising any valuation adjustments. When these shares are sold or issued again, any amount received, net of any additional directly attributable transaction costs and the corresponding effect of the tax on the profit generated, is included in net equity. 4.9 Financial liabilities This category includes trade and non-trade payables. These borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement for at least twelve months after the balance sheet date. Trade payables falling due within one year and which do not have a contractual interest rate are stated, both initially and afterwards, at nominal value when the effect of not discounting the cash flows is not material. Borrowings are initially recognised at fair value, including the costs incurred in raising the debt. In subsequent periods, they are measured at amortised cost. That is, the difference between the funds obtained (net of the costs required to obtain them) and the repayment value, if any and if significant, is recognised in the income statement over the term of the debt at the effective interest rate.

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If existing debts are renegotiated, it is considered that there are no substantial modifications to the financial liabilities when the lender of the new loan is the same party that extended the initial loan and the present value of the cash flows, including net commissions, does not differ by more than 10% from the present value of the cash flows payable from the original liability calculated using the same method. The Company derecognises financial liabilities when the obligations giving rise to them cease to exist. 4.10 Income tax The income tax expense (income) is the total amount accrued in this connection during the year, representing both current and deferred tax expense (income). Both the current and the deferred tax expense (income) are recognised in the income statement. However, the tax effect from the items that are recognised directly in equity is recognised in equity. Current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits applied to the taxable profit, excluding tax withholdings, prepayments, and tax loss carryforwards effectively offset in the current year reduce the current income tax expense. Deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences, measured as the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, as well as unused tax losses and tax credits. These amounts are measured by applying to the corresponding temporary difference or tax asset, the tax rate at which the asset is expected to be realised or the liability is expected to be settled. Deferred taxes are calculated using the balance sheet method based on the temporary differences that arise between the tax bases of the assets and liabilities and their carrying amounts. The recoverability of deferred tax assets is assessed when they are generated, and at the end of each reporting period, depending on the earnings forecast for the Company in its business plan as well as in that of the tax group to which it belongs.

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4.11 Employee benefits

Under the respective collective bargaining agreements, the Company has the following obligations with its employees: a) Post-employment obligations

- Defined contributions to employee welfare instruments (employee

pension plans and group insurance policies).

- Defined benefits, in the form of bonuses or payments for retirement from the Company.

In relation to defined contribution employee welfare instruments, the Company makes fixed contributions to a separate entity and has no legal or constructive obligation to make further contributions in the event that this entity does not have sufficient assets to cover the employee payments relating to the services rendered in the current and previous years. The annual expense recognised is the corresponding contribution made in the year. With regard to the defined benefit obligations, where the Company assumes certain actuarial and investment risks, the liability recognised on the balance sheet is the present value of the obligations at the balance sheet date. Furthermore, the asset recognised (which is not deducted from the liability as it is contracted with related parties) is the fair value of the possible assets related to this obligations on said date, less any amount arising from past service costs not yet recognised. The projected unit credit method is used to determine both the present value of the obligations and the related current and past service costs. The actuarial gains and losses arising from changes in the actuarial assumptions are recognised in the year in which they occur. They are not included in the income statement, but presented in the statement of income and expense recognised in equity. Past service costs are recognised as an expense, and are allocated on a straight-line basis over the average period remaining until the benefits become vested. Nevertheless, when the benefits are immediately irrevocable after the introduction of a defined benefit plan, or following any change in the plan, the past service costs are recognised immediately.

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The meeting of obligations by making payments to an insurance policy, where the legal or constructive obligation to meet the agreed benefits remains, is always treated as a defined benefit.

b) Share-based payments

The Company has several management compensation plans consisting of the delivery of share options of Abertis Infraestructuras, S.A. that can be settled only in equity. This plan is measured at its fair value at the grant date using a generally accepted financial calculation method, which, inter alia, takes into account the option exercise price, volatility, exercise term, expected dividends and the risk-free interest rate. The cost of the plans is charged to the income statement as a staff cost as it accrues during the period of time specified for the employee to remain in the Company's employ in order to exercise the option, with a balancing entry in equity and without any remeasurement. Nevertheless, at the end of the reporting period, the Company reviews its original estimates of the number of options expected to be exercisable and recognises, if applicable, the impact of its review on the income statements by making the respective adjustment to equity.

c) Other long-term benefits

The Company has obligations to certain employees with regard to various medium-term incentive plans (the “2012-2014 Incentive Plan”, which concluded at year-end 2014, and the “2015-2017 Incentive Plan”), which is tied to the achievement of certain business goals. The cost of the plan is charged to the income statement as a staff cost as it accrues and in accordance with the probability that the goals set forth will be fulfilled.

d) Termination benefits The Company recognises these benefits when it is demonstrably committed to terminate the employment of the employees.

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4.12 Provisions and contingent liabilities Provisions are recognised when the Company has a present obligation (legal, contractual or constructive) as a result of a past event; it is probable (i.e., more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. The provisions are stated at the present value of the disbursements expected to be necessary to settle the liability. Adjustments to the provision due to its restatement are recognised as a borrowing cost as they accrue. Provisions expiring in one year or less and that do not have a material financial impact are not discounted. When it is expected that part of the disbursement required to settle the provision will be refunded by a third party, the refund is recognised as a separate asset, provided that its receipt is assured. Contingent liabilities are possible obligations arising as a result of past events, whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly in the control of the Company. These contingent liabilities are not recognised in the accounts but rather are disclosed in the notes thereto (see Note 19). 4.13 Classification of financial assets and liabilities as current and non-current In the balance sheet, financial assets and liabilities are classified according to their maturity. Those maturing in twelve months or less are classified as current and those maturing after twelve months from the balance sheet date as non-current. Loans due within twelve months but whose long-term refinancing is assured at the Company's discretion, through existing long-term credit facilities, are classified as non-current liabilities.

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4.14 Recognition of income and expenses Income and expenses are recognised on an accrual basis, i.e., when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, less any discounts and taxes. Revenue from sales is recognised when the Company has transferred to the buyer the significant risks and rewards of ownership of the goods, and the Company retains neither continuing managerial involvement nor effective control over the goods sold. Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the reporting date, provided that the outcome of the transaction can be estimated reliably. Interest income is recognised using the effective interest method. Dividend income is recognised in the income statement when the right to receive payment is established. However, if the dividends paid are generated unequivocally from results prior to the acquisition date, they are not recognised as income but deducted from the carrying amount of the investment. The Company centralises a portion of the financing transactions of the Group of which it is the Parent. Consequently, to present its transactions fairly, the Company considers the finance income associated with the loans granted to the other investees as an item of financial profit. 4.15 Transactions in foreign currencies Transactions in foreign currencies are translated into the functional currency of the Company (the euro) using the exchange rates in force on the transaction date. Gains and losses on foreign currencies arising from the settlement of these transactions and from the translation of monetary assets and liabilities held in foreign currencies at the year-end exchange rates are recognised in the income statement.

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4.16 Related party transactions The Company carries out all its transactions with related parties on an arm's length basis. Also, given that transfer prices are adequately documented, the Company’s Directors consider that there are no significant risks that could give rise to material liabilities in the future. For balance sheet presentation purposes, Group companies are deemed to be those controlled directly or indirectly by Abertis Infraestructuras, S.A. (see Note 1); associates are deemed associates of the companies controlled by Abertis Infraestructuras, S.A.; and other related companies are deemed to be those with significant influence over Abertis Infraestructuras, S.A., with the right to nominate a director or with a shareholding above 5% (see Note 13). 4.17 Non-current assets and disposal groups classified as held for sale The Company classifies a non-current asset or disposal group as held for sale when it has taken the decision to sell it and the sale is expected to be completed within twelve months. These assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets classified as held for sale are not depreciated, but rather at each balance sheet date the related valuation adjustments are made to ensure that the carrying amount is not higher than fair value less costs to sell. Income and expenses arising from non-current assets and disposal groups classified as held for sale which do not qualify as discontinued operations are recognised under the corresponding heading in the income statement in accordance with their nature. 4.18 Environment

Each year, costs arising from legal environmental requirements are either recognised as an expense or capitalised, depending on their nature. The amounts capitalised are depreciated over their useful life.

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Additionally, a provision for environmental risks and expenses is recognised if there are obligations related to environmental protection. In view of the business activities carried out by the Company, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues have been included in these notes to the financial statements. 5. FINANCIAL RISK MANAGEMENT 5.1 Factors of financial risk

The activities of the Company and of the Group of which it is the Parent are exposed to various financial risks: foreign currency risk, interest rate risk, credit risk, liquidity risk and inflation risk. The Company uses derivative financial instruments to hedge certain of these risks. Financial risk management of the companies in the Abertis Group is controlled by the General Finance Department following authorisation by the most senior executive officer of Abertis, as part of the respective policies adopted by the Board of Directors. a) Foreign currency risk

Foreign currency risk arises from future commercial transactions, recognised assets and liabilities, and net investments in foreign operations. The foreign currency risk on net assets of Company operations in non-euro currencies is managed, mainly, by raising debt in the corresponding currencies and/or through the use of cross currency and interest rate swaps. The strategy for hedging foreign currency risk in Company investments in non-euro currencies must tend towards a full hedge of this risk, and must be implemented over a period of time depending on the market and the prior valuation of the effect of the hedge.

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b) Interest rate risk

The Company is exposed to interest rate risk through its non-current borrowings. Borrowings issued at floating rates expose the Company to cash flow interest rate risk, while fixed-rate borrowings expose the Company to fair value interest rate risk. Interest rate risk is managed so as to reach a balance in the debt structure that enables volatility in the income statement to be minimised over several years. To accomplish this, based on the various estimates and objectives related to the structure of the debt, in order to manage cash flow interest rate risk, hedges are implemented by entering into derivative financial instruments consisting of floating-for-fixed rate swaps. These swaps have the economic effect of converting borrowings at floating rates into borrowings at fixed rates, and, accordingly, the Company makes commitments with other parties to exchange, on a regular basis, the difference between the fixed and floating interest rates calculated on the basis of the principal notional amounts contracted. To comply with its policy referred to above, the Company is also willing to carry out fixed-to-floating interest rate swaps so as to hedge its fair value interest rate risk.

c) Credit risk

Credit risk arises mainly from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, and other debt, including outstanding receivables and committed transactions. Derivative and spot transactions are arranged only with financial institutions with strong credit ratings as qualified by international rating agencies. The ratings of each entity are reviewed periodically in order to perform active counterparty risk management.

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During the years for which information is reported, no credit limits were exceeded and management does not expect to incur losses as a result of default by any of the counterparties indicated above.

d) Liquidity risk

The Company carries out prudent management of liquidity risk, which involves maintaining cash and having access to a sufficient amount of financing through established credit facilities as well as the capacity to liquidate market positions. The objective of the General Financial Department of Abertis is to remain flexible in financing through the availability of committed credit facilities.

e) Inflation risk Most of the toll road concessions generate income from tolls that vary in direct proportion to inflation; consequently, higher inflation would, a priori, increase the value of these projects.

5.2 Fair value measurements The fair value of financial instruments traded in active markets is based on the market prices at the reporting date. The quoted market price used for financial assets is the current bid price. The fair value of the financial instruments not quoted on active markets is determined using valuation techniques. The Company uses a variety of methods and makes assumptions based on the existing market conditions at each balance sheet date and incorporates the concept of transfer, through which credit risk is taken into account. Listed market prices are used for long-term debt. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows and the fair value of forward exchange rate contracts is determined using the forward exchange rates in the market at the end of the reporting period.

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6. INTANGIBLE ASSETS The breakdown of and changes in intangible assets are as follows:

Computer software

Goodwill

Studies and

projects

Other

Total At 1 January 2013 Cost 1,263 477 91 3 1,834 Accumulated amortisation (381) - (64) (3) (448) Carrying amount 882 477 27 - 1,386 2013 Carrying amount at beginning of year

882 477 27 - 1,386

Additions 102 - - - 102 Amortisation charge (294) - (9) - (303) Carrying amount at end of year

690 477 18 - 1,185

At 31 December 2013 Cost 1,365 477 91 3 1,936 Accumulated amortisation (675) - (73) (3) (751) Carrying amount 690 477 18 - 1,185 2014 Carrying amount at beginning of year

690 477 18 - 1,185

Additions 4,508 - - - 4,508 Amortisation charge (718) - (9) - (727) Carrying amount at end of year

4,480 477 9 - 4,966

At 31 December 2014 Cost 5,873 477 91 3 6,444 Accumulated amortisation (1,393) - (82) (3) (1,478) Carrying amount 4,480 477 9 - 4,966

All of the intangible assets described in the preceding table have indefinite useful lives, except for goodwill. In 2014, in connection with the various organisational changes, the Company reorganised the services that until then were performed by the Group company Serviabertis, S.L., in order to efficiently organise its management and promote its specialisation by having it focus on certain services. Within this context, for activities that are now outside of the purview of Serviabertis, S.L., tangible and intangible elements and human resources

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have been transferred, at their carrying amount, to the Company and other companies both of the Group and of third parties. Hence, EUR 3,327 thousand of all additions in 2014 relate to the assets acquired by the Company from Serviabertis, S.L. a) Other information In 2014 and 2013, no significant impairment losses were recognised or reversed for any intangible asset.

Fully amortised intangible assets in use at 31 December 2014 amounted to EUR 384 thousand (EUR 384 thousand in 2013). At 31 December 2014, the Company did not have significant intangible assets subject to restrictions on title or pledged as collateral for liabilities.

It is Company policy to take out all insurance policies considered necessary to cover possible risks that might affect its intangible assets.

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7. PROPERTY, PLANT AND EQUIPMENT The breakdown of and changes in items of property, plant and equipment are as follows:

Land and buildings

Plant and other items of property, plant and equipment

Total At 1 January 2013 Cost 10,764 4,077 14,841 Accumulated depreciation (1,729) (3,439) (5,168) Carrying amount 9,035 638 9,673 2013 Carrying amount at beginning of year 9,035 638 9,673 Disposals (net) (69) - (69) Other - accumulated depreciation - 9 9 Depreciation charge (132) (154) (286) Carrying amount 8,834 493 9,327 At 31 December 2013 Cost 10,695 4,086 14,781 Accumulated depreciation (1,861) (3,593) (5,454) Carrying amount 8,834 493 9,327 2014 Carrying amount at beginning of year 8,834 493 9,327 Disposals (net) (2) - (2) Additions 58 3,817 3,875 Depreciation charge (132) (356) (488) Carrying amount 8,758 3,954 12,712 At 31 December 2014 Cost 10,751 7,903 18,654 Accumulated depreciation (1,993) (3,949) (5,942) Carrying amount 8,758 3,954 12,712

At 31 December 2014, “Land and buildings” includes EUR 4,207 thousand (EUR 4,209 thousand in 2013) in land costs and EUR 6,544 thousand (EUR 6,487 thousand in 2013) in building costs. The accumulated depreciation for this account relates fully to buildings. Regarding the organisational changes affecting the Group company Serviabertis, S.L., described in Note 6, EUR 3,206 thousand in additions during the year relate to the assets acquired by the Company from Serviabertis, S.L.

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a) Other information In 2014 and 2013 no significant impairment losses were recognised or reversed for any individual item of property, plant and equipment. Fully depreciated items of property, plant and equipment in use at 31 December 2014 amounted to EUR 2,616 thousand (EUR 2,515 thousand in 2013). At 31 December 2014, the Company did not have significant items of plant, property and equipment subject to restrictions on title or pledged as collateral for liabilities. The Company takes out all insurance policies considered necessary to cover possible risks that might affect its property, plant and equipment. 8. INVESTMENTS IN GROUP COMPANIES AND ASSOCIATES Key information on Group companies, jointly controlled entities and associates at year-end 2014 and 2013 is as follows:

Balance at 31/12/2013

Additions (charges)

Disposals (reductions)


Investments in Group companies and associates 3,884,630 315,902 (60,573) 4,139,959 Provisions for impairment (252,215) (11,101) - (263,316) Loans to Group companies and associates 8,283,660 1,387,742

(2,004,116) 7,667,286

Total long-term 11,916,075 1,692,543 (2,064,689) 11,543,929

Loans to Group companies and associates

and other financial assets 862,519 367,992 (249,812) 980,699 Total short-term 862,519 367,992 (249,812) 980,699

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Additions (charges)

Disposals (reductions)

Transfers Balance at 31/12/2013

Investments in Group companies and associates 4,261,809 12,067 (704,180) 314,934 3,884,630 Provisions for impairment (252,215) - - - (252,215) Loans to Group companies and associates 8,210,803 468,909 (159,898) (236,154) 8,283,660

Total long-term 12,220,397 480,976 (864,078) 78,780 11,916,075

Loans to Group companies and associates

and other financial assets 542,174 267,709 (54,351) 106,987 862,519 Total short-term 542,174 267,709 (54,351) 106,987 862,519

The breakdown of direct and indirect shareholdings in Group companies and associates, together with their carrying amount, the breakdown of equity and the dividends received therefrom, is shown in the Appendix. a) Equity instruments The main additions in 2014 relate to the following transactions: • Acquisition from Capital Riesgo Global, S.A. (a company in the Santander

Group) of 100% of the share capital of Infraestructuras Americanas, S.L.U. (IA), a company 42.3%-owned by Inversora de Infraestructuras, S.L. (Invin, in which Abertis already held a 57.7% interest). The purchase price, EUR 295 million, is payable in 2019. Consequently, the investment acquired as been stated at the current of the disbursement, EUR 256 million.

• Acquisition of an additional 6% of Autopistas Metropolitanas de Puerto

Rico, Llc. (Metropistas) from investment funds managed by Goldman Sachs for EUR 32.2 million (USD 43.6 million). Following this transaction, Abertis became the majority and controlling shareholder of this company, with a 51% interest.

• On 30 May 2014, Abertis acquired the investment in APDC Participações,

S.A. (formerly, Abertis Telecom Brasil, Ltda.) from Abertis Telecom Terrestre and Abertis Tower, for EUR 37 thousand, and on 18 July 2014 the share capital in this company was increased in the amount of EUR 743 thousand. On 19 December, the share capital of Sociedade para Participações em Infraestructura, S.A. (SPI) was increased by EUR 2,346 thousand.

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• Lastly, on 5 December 2014, Societat d’Autopistes Catalanes, S.A.U. was incorporated with EUR 60 thousand, and it acquired Infraestructures Viàries de Catalunya, S.A.U.C.G.C. and Autopistes de Catalunya, S.A.U.C.G.C. from the investee of Abertis, Abertis Autopistas España, S.A.U.

Disposals in 2014 relate mainly to:

• The reimbursement of contributions made by Holding d’Infrastructures de Transport S.A.S. (HIT) and Autopistas Metropolitanas de Puerto Rico, LLC (Metropistas) for approximately EUR 30 million and EUR 7 million, respectively. These reimbursements were recognised with a credit to the investment held given that they did not relate to profits generated by the companies since their incorporation.

• Regarding organisational changes affecting the Group company

Serviabertis, S.L. described in Note 6, in 2014 the investee has refunded contributions for a total of EUR 12,000 thousand. In addition, on 23 December 2014, the Company sold its ownership interest in Serviabertis, S.L. to a third-party, as 100% of the share capital was transferred in two phases for a total amount of EUR 4 thousand, although the investment was derecognised in full given that all of the risks and rewards of 100% of the investment were transferred.

Finally, in 2014, the hedges of net investments in foreign operations of the companies of the Invin, S.L. (Invin), Abertis Infraestructuras Chile Limitada (Abertis Chile), Partícipes en Brasil and Metropistas groups have resulted in a decrease in the cost of the investment by EUR 7,954 thousand in the case of Invin (decreased by EUR 73,498 thousand in 2013); an aggregate reduction of EUR 306 thousand in the case of Abertis Chile, Abertis Chile Dos and Abertis Chile Tres (reduced by EUR 11,120 thousand in 2013); and an increase of EUR 6,912 thousand in the case of Partícipes en Brasil (reduced by EUR 16,349 thousand in 2013) and EUR 17,336 thousand in the case of Metropistas. These changes were recognised with a balancing entry in the income statement for the year (under “Change in fair value of financial instruments”) because of the exchange rate effect resulting from the part of the hedge considered as effective, the impact being offset by the effect of the hedges arranged (see Note 10), also recognised in the same item of the income statement (see Note 18.d).

Abertis is continuing to examine the possibility of an admission to listing in the first half of 2015 —subject to market conditions— of its wholly owned

40

subsidiary Abertis Telecom Terrestre, S.A.U., as was announced on 30 October 2014. The main changes in 2013 were as follows: • Takeover bid for shares of Arteris, S.A.

Following the acquisition on 3 December 2012 of Partícipes en Brasil, S.L. (partícipes), which holds 60% of Arteris, S.A. —arteris—, by Abertis and Brookfield, and as a result of the change of control in the listed company arteris in 2013, in compliance with regulations in force in Brazil and as required by Brazil's Securities Commission (Comissão de Valores Mobiliários, CVM), a takeover bid was launched for all of arteris’ shares (40%) listed on the market. This ensured that all shareholders that accepted the offer would receive a consideration under similar conditions and the same treatment afforded OHL Concesiones for each arteris share. Therefore, they were offered the equivalent of 0.3941 Abertis shares for each arteris share and an amount equal to the liabilities assumed vis-à-vis Partícipes en Brasil, S.L., a 51%-investee of Abertis and a 49%-investee of Brookfield. On 26 December 2012, Abertis and Brookfield Infrastructure filed with the CVM a draft of the takeover bid prospectus for 40% of the shares of OHL Brasil that trade on the São Paulo stock exchange (BOVESPA). The takeover bid was approved on 5 August 2013, and a 30-day acceptance period was established. Regarding this takeover bid, Abertis and Brookfield agreed that another company would be responsible for the first tranche of acceptances of the bid, for up to 14.9% of arteris' total share capital. The remainder was to be covered by Partícipes en Brasil, S.L., which is a 51% investee of Abertis and a 49% investee of Brookfield. After approval was received from the São Paulo Securities, Mercantile and Futures Exchange (BM&BOVESPA) and from the CVM, on 5 September 2013 the takeover bid was settled, according to the terms detailed above. Once the period for accepting the takeover bid had concluded, partícipes received 12,570,478 Abertis shares and EUR 71,784 thousand in cash from its shareholders (51% of which was assumed by Abertis) to acquire an additional 9.3% shareholding in arteris.

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The following transactions were carried out as part of this acquisition:

• On 6 September 2013, Abertis subscribed a USD 50 million loan with partícipes (EUR 38.1 million at the exchange rate in effect at the time of the transaction).

• On 11 September 2013, Abertis delivered to partícipes, through a loan, 6,410,944 treasury shares (measured at a cost of EUR 90,202 thousand).

• The sale to Brookfield of 6,668,384 treasury shares (measured at an

average cost of EUR 86,664 thousand), so as to allow the latter to assume the 49% of the loan of shares to the investee partícipes that corresponded to it.

Once a transaction had been settled, partícipes reimbursed Abertis and Brookfield for part of the cash loans received, in the amount of EUR 1.5 million each. In addition, on 6 and 11 September 2013, partícipes subscribed two capital increases for a total of EUR 248,645 thousand, which were subscribed and paid through the capitalisation of the outstanding balances of the cash and share loans, respectively, granted by Abertis and Brookfield. On 31 January and 6 May 2013, partícipes paid dividends charged to the share premium account for EUR 20,736 thousand and EUR 25,635 thousand to Abertis and Brookfield, respectively. Of this amount, EUR 23,649 thousand related to Abertis' shareholding. The payments were recognised as a reduction in the value of the portfolio given that they did not relate to profits generated by partícipes since its acquisition. Lastly, on 16 December 2013, partícipes approved the repayment of the shareholder debt with a charge to reserves in the amount of EUR 53,715 thousand, of which EUR 27,242 thousand related to Abertis' shareholding, and the payments were recognised as a reduction in the value of the portfolio. This debt had originated as a result of the restructuring of partícipes' debt in early 2013. • Reduction in the shareholding in Airport Concession and Development

Limited (ACDL)

Regarding the disinvestment process carried out in the airport operating segment, in 2013 TBI Ltd, a wholly-owned investee of Airport Concessions Development Limited (ACDL), carried out the following divestment transactions:

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• On 19 July 2013, Abertis reached an agreement with ADC&HAS Airports Worldwide to sell Belfast and Stockholm Skavsta airports, as well as the companies that hold the Orlando Sanford airport concession arrangement and the TBI airport management arrangement in the United States, whereby Abertis (90%) obtained EUR 267 million. This transaction was finalised on 30 September 2013.

• On 31 July 2013, Abertis reached an agreement with a consortium led by Aena to sell the London Luton Airport, whereby Abertis (90%) obtained GBP 355 million (approximately EUR 426 million). The transaction was finalised on 27 November 2013.

As a result of these transactions, Abertis received a reimbursement of the contributions made for a total of EUR 511,175 thousand, which was recognised as a decrease in the value of the shareholding in ACDL, given that the contributions did not relate to profits generated by ACDL since its acquisition. At 31 December 2013, the value, net of provisions charged in previous years, of the shareholding in ACDL decreased to EUR 2,788 thousand.

Regarding previous transactions, on 23 July 2013 and 28 November 2013 the net investment hedge on ACDL was cancelled. Abertis received EUR 19,743 thousand and EUR 93,068 thousand in connection with these cancellations.

• On 17 December 2013, Abertis Telecom Satélites, S.A.U. (formerly Abertis Telecom, S.A.U.), a wholly-owned investee of Abertis, was partially spun off through the assumption of the assets and liabilities making up the economic unit that was separated. These assets and liabilities consisted of the shareholdings in the terrestrial telecommunications business, which were transferred in bloc by universal succession to Abertis Telecom Terrestre, S.L.U., (formerly Abertis Americana, S.L.U.), a wholly-owned investee of Abertis.

As a result of this spin-off, the portfolio that Abertis held in Abertis Telecom, S.A.U., in the amount of EUR 326,433 thousand, was distributed according to its underlying carrying amount in the consolidated group of which Abertis was the Parent and to which the subgroup of which Abertis Telecom, S.A.U. was the Parent belonged. The carrying amount of the shareholding in Abertis Telecom Satélites, S.A. increased to EUR 193,924 thousand and the amount assigned to the shareholding in Abertis Telecom Terrestre, S.L.U. increased to EUR 408,734 thousand. This implied a revaluation of EUR 276,222 thousand, gross of the tax effect, which was recognised, in accordance with consultation 11 of BOICAC 85 and recognition and measurement

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rule 13, with a balancing entry in reserves and deferred taxes (see Notes 13.b and 17).

• In addition, the reimbursement of contributions by Metropistas, totalling

approximately EUR 6 million, resulted in a derecognition.

• In 2012, the interests in Abertis Airports, S.A., in the amount of

EUR 44,704 thousand, and in Compañía de Desarrollo Aeropuerto Eldorado, S.A., in the amount of EUR 45,751 thousand, were classified as “Non-current assets held for sale” in the accompanying balance sheet.

b) Loans to Group companies and associates The loans to Group companies and associates (see Note 20.c) have the following maturities:

31 December 2014

Current Non-current

Subsequent

2015 2016 2017 2018 2019 years Total Total

Loans and other financial assets to Group companies and associates 980,699 6,094,184 1,573,102 - - - 7,667,286 8,647,985

31 December 2013

Current Non-current

Subsequent

2014 2015 2016 2017 2018 years Total Total

Loans and other financial assets to Group companies and associates 862,519 7,397,369 886,291 - - - 8,283,660 9,146,179

The loans granted to Group companies and associates are tacitly renewable on the basis of the cash needs of the Group companies and associates and under the terms and conditions established in the relevant loan contracts. The reductions in the loans granted to Group companies and associates in the year were due mainly to the redemptions by Abertis Telecom Satélites, S.A.U. and Abertis Airports, S.A.U. as a result of these companies selling their interests in Eutelsat, S.A. and Compañía de Desarrollo Aeropuerto Eldorado, S.A. and the sale of Mexican airport assets, and to the repayment

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by Abertis Telecom Terrestre, S.A.U. once it had obtained financial resources by arranging a loan with various financial institutions. Loans granted to Group companies increased in 2013 primarily because of the loans to Abertis Telecom Terrestre, S.L.U., enabling it to acquire mobile telephone towers, and to Abertis Telecom Satélites, S.A.U., allowing it to acquire an additional 16.42% interest in hispasat. c) Impairment

As indicated in Note 4.6, an evaluation is carried out at year-end as to whether any of the investments recognised at their carrying amounts present impairment losses or indications of loss. To this end, as the first step, the recoverable amount estimate method was used based on the equity value. Where this method was used and it was clear that the carrying amount was higher, the recoverable amount of the investment was determined on the basis of the present value of the future cash flows generated by the investment, calculated on the basis of an estimate of its share of the cash flows expected to be generated by the investee, or market value (price of similar, recent transactions in the market) less costs associated with the sale. The present value of the future cash flows from the investment was calculated as follows: - The time during which it is estimated that the related investment will

generate cash flows (concession term for investees corresponding to the concession operators, most of which expire after between 6 and 26 years) was determined.

- The projections of income and expenses used in the impairment tests of the previous year were reviewed to evaluate possible deviations. In the review of the 2013 impairment tests with regard to the 2014 results, no significant variances were detected.

- The respective revenue and expense projections were made using the

following general criteria:

o For revenue, in order to estimate the evolution of prices, the Company took into consideration the official evolution of the

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consumer price index (CPI) of each country in which investments are made (taking into account for concession operators the respective price revision formulas based on the evolution of the local CPI and/or specific adjustments to it).

o To estimate the activity of the toll road business (average daily

traffic, or ADT), the Company’s reference point is gross domestic product (GDP) growth forecast by the authorities in each country (including any corrections). It also takes into account the past performance of each investment in GDP terms, the age of each item of infrastructure and other specific aspects that could affect future activity.

o For the satellite and terrestrial telecommunications businesses, contracted satellite capacity and, in the case of the mobile telephone business, agreed rent have been taken as the reference point.

o Changes in expenses have been considered in light of expected changes in the respective CPIs and the expected performance of the business.

o In order to estimate investments in infrastructure maintenance and upgrade work, the Company used the best estimates available based on the experience of each company and taking into account the projected performance of the activity.

- The projections were updated at the discount rate resulting from

adding, to the long-term cost of money, the risk assigned by the market to each country where the activity takes place, the risk premium assigned by the market to each business, and the financial structure. In general, the discount rates used are within a range of 6.1%-10.6%.

Projections for the first five years are generally based on the budget and on the most recent medium-term projection approved by Management. As a result of the foregoing, the total impairment recognised at 31 December 2014 amounted to EUR 263,316 thousand, of which EUR 147,548 thousand relate to the Argentine company Ausol (relating to 100% of the value of the investment in this company carried out in prior years), EUR 104,667 thousand relating to the impairment recorded in 2012 on the investment held in Airport Concession and Development Limited (ACDL), and EUR 11,101 thousand relating to the impairment recorded in 2014 (see

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Note 18.c) on the investments held in Abertis Motorways UK, Ltd, (EUR 7,942 thousand), Sociedade para Participação em Infraestructura, S.A., (EUR 2,379 thousand) and APD Participações, S.A., (EUR 780 thousand). In addition, the assessment of the recoverable value of the investment in Holding d’Infrastructures de Transport S.A.S. (HIT) took into consideration the French government's decision to freeze tolls and not to apply the rate increase in 2015. Lastly, Autopista Concesionaria Española, S.A.U., wholly owned by Abertis Autopistas España, S.A.U., operates the administrative concession for the construction, maintenance and operation of the following stretches of toll roads: a) AP-7 La Jonquera – Salou, b) AP-2 Zaragoza – Mediterráneo and c) AP-2 Molins de Rei - El Papiol. Royal Decree 457/2006 approved the agreement between the Spanish Government and Acesa in relation to the amendment of certain terms of the concession for the Barcelona-La Jonquera, Barcelona-Tarragona, Montmeló-El Papiol and Zaragoza-Mediterráneo toll roads (the “Agreement”). The Agreement provides, inter alia, for: (i) the construction of an additional lane on certain stretches of the AP-7 toll road; (ii) the introduction of a closed toll system; (iii) the grant of certain free items and discounts; and (iv) the waiver by Acesa of its right to claim compensation for the effect that widening the N-II and CN-340 roads might have on traffic volumes. The Agreement states that the difference in revenue that may result from the difference between actual traffic and the traffic envisaged in the Royal Decree up until the end of the concession term shall be added to, or subtracted from, the amounts paid into a compensation account created for the restoration of the economic and financial equilibrium of the concession (which may have been affected by the additional obligations assumed by Acesa). If, at the end of the concession term, the economic and financial equilibrium has not been restored, the concessionaire is entitled to receive the amount contained in this compensation account. The Government thus obtained an undertaking from the concessionaire to: (i) carry out expansion work not provided for in the concession contract; (ii) waive any right it might have to compensation payments for parallel roads; and (iii) grant certain reductions and discounts, without any obligation on the part of the Government to pay for the construction work or the waiver. The Government did, however, assume the demand risk if traffic levels did not reach certain thresholds.

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The detail of the compensation account balance at 31 December 2014 and 2013 is as follows:

2014 2013

Investments made since 2006 553,585 543,451

Financial capitalization of the investments 134,588 93,205

Investment compensation balance 688,173 636,656

Guaranteed traffic compensation 858,502 660,442

Financial capitalization of the compensation for guaranteed traffic

123,275 75,508

Guaranteed traffic compensation balance 981,777 735,950

Balance per Agreement approved by Royal Decree 457/2006 (Acesa) (1)

1,669,950 1,372,606

(1) This figure will rise or fall until the end of the concession term, based on the difference between

actual traffic levels and the reference traffic levels established in Royal Decree 457/2006.

Previously, Royal Decree 457/2006 and the Agreement received favourable reports from the various technical services of the Ministry of Public Works and the Treasury and from the Council of State (which, although it did point out the exceptional nature of this contractual amendment based on the transfer of demand risk, expressly stated that it did not have any objection on legal grounds). Following its approval, the Agreement was interpreted in the same way by the two parties and both the review from the Government Office for Toll Road Concession Operators of the Ministry of Public Works (the “Government Review”) and the statutory auditors of Acesa from 2006 to 2010 confirmed that the calculation of the compensation and the accounting treatment of the compensation account provided for in the Agreement were correct. However, although the Government Review of the accounts for 2011 (issued in 2012) approved the amount accrued in that year and the balance of the compensation due to Acesa as of 31 December 2011 (calculated using the same methodology), it also raised interpretation-related doubts regarding the compensation associated with the guaranteed revenue for the fall in traffic resulting from the economic crisis. It proposed that a provision be made for the aforementioned balance until these doubts could be cleared up. Acesa filed an administrative appeal to a higher administrative body against this Government Review, although no decision had been handed down as at the date of preparation of these financial statements.

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Subsequently, in 2013 Acesa received the Government Review for 2012 which did not include any recommendation to include a provision, although it did reiterate the matters referred to in the Government Review for 2011. Also, the statutory auditors’ reports on the financial statements of Acesa for the years ended 31 December 2011, 2012 and 2013 were not qualified in this regard. Lastly, in 2014 Acesa received the Government Review for 2013 in which Acesa was informed that the Ministry of Public Works had requested an opinion from the Council of State with a view to resolving the differences in interpretation raised in the Government Review of 2011 and raising the possibility of unilaterally modifying the Agreement. In connection with the aforementioned Government Review, the Group is aware of the following opinions and reports issued at the request of the Ministry of Public Works: i) A report from the State Attorney General’s Office as to whether the compensation formula could be revised ex officio in order to exclude the effect of the fall in traffic resulting from the economic crisis and, if not, whether the Royal Decree and the Agreement could be modified unilaterally pursuant to the Spanish Toll Roads Law or the “rebus sic stantibus” clause.

The State Attorney General’s Office issued the requested report stating that:

a) The compensation formula regulated in the Royal Decree and in the Agreement could not be revised unilaterally because it constituted a valid contractual amendment (as confirmed by the 2006 opinion of the Council of State, since the exclusion of the risk for the concessionaire was not objected to on legal grounds) and because the four-year statute of limitations period for declaring it contrary to the public interest had expired.

b) Similarly, the Royal Decree and the Agreement could not be modified unilaterally either pursuant to the Toll Roads Law or to the “rebus sic stantibus” clause; and the report stated in relation to the latter that the fall in traffic was not a radically unforeseeable circumstance, since traffic volumes are always subject to fluctuations or changes, particularly over a long period of time such as this 16-year period. Therefore, in 2014 the State Attorney General’s Office concluded, as the Legal Service of the Ministry of Public Works had in 2006 and likewise the opinion of the Council of State in 2006, that the Agreement approved by Royal Decree 457/2006 was valid and effective and, therefore, that the Government could not modify it unilaterally.

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ii) Prior to the authorisation to issue of the financial statements for 2014, the Ministry of Public Works notified Acesa of a new opinion issued by the Council of State, which concluded, inter alia, that: (i) the concessionaire does not have a recognised vested entitlement to the annual compensation balances and, consequently, the financial statements that include amounts accrued due to the fall in traffic should not be approved by the Government Office for Toll Road Concession Operators; (ii) the compensation system established in the Agreement does not cover compensation for decreases in traffic other than those due to an eventual widening of the N-II and the CN-340 roads (something that, in the opinion of the Council of State, has not come about) and which exceed the maximum amount of the investments made; (iii) since there has been no imbalance in the provisions of the Agreement, the concession contract should not be amended on a unilateral basis; and (iv) in the case of the Agreement, the principles set out in Directive 2014/23/EU on the award of concession contracts (dated 26 February 2015) should be taken into consideration. The latest opinion expressly supersedes the opinion of 2006, justifying from a legal standpoint its change of criterion on the basis that: (i) the novation of a contract does not permit the transfer of demand risk; (ii) the regulated participating loans subsequently annul the traffic guarantee provisions established in the Agreement; and (iii) Directive 2014/23/UE on the award of concession contracts requires that the concessionnaire assumes the demand risk. Therefore, it does not consider the balance of compensation for guaranteed traffic, which at 31 December 2014 amounted to EUR 982 million, and it also fails to consider the related tax effect. The Council of State itself admits that the concessionnaire may prepare and approve its financial statements as it deems fit. However, it states that they will not be approved by the Government Review if the same accounting policy continues to be used, and that if the Ministry considers that the compensation account included the effect of the fall in traffic it may amend Royal Decree 457/2006 and the Agreement using administrative powers, including the application of the “rebus sic stantibus” clause. In relation to the aforementioned opinions, it should be emphasised that the stance of the State Attorney General’s Office - Directorate of the Legal Service – is consistent with what was held in various external reports that the concessionnaire requested and made available to the Government. These reports were issued by Government Lawyers, Lawyers of the Council of State and the Courts and highly regarded legal experts such as Juan José Lavilla and José María Barrios (Clifford Chance), Benigno Blanco and Jesús Trillo-Figueroa (Iuris C.T.), Jordi de Juan and Alicia de Carlos (Cuatrecasas Abogados) and MA Abogados. The same view has been upheld by the law

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firms Pérez-Llorca and Uría Menéndez in a legal report issued by them at the request of CVC prior to the purchase of its shareholding in 2010. The aforementioned reports are also consistent with those issued by the Government Lawyers and members of various governing bodies of the company, Ricard Fornesa, Mónica López-Monís and Josep María Coronas. Furthermore, the accounting policies applied by the Company were approved not only by the current and former statutory auditors (Deloitte and PWC, respectively), but also by other highly regarded accounting experts such as Enrique Ortega (Gómez Acebo&Pombo) and Sergio Aranda and Tamara Seijo (PWC). Acesa stated that, in addition to the consistency between the public and private opinions issued previously, including those of the Council of State in 2006 and of the State Attorney General’s Office - Directorate of the Legal Service - in 2014, Royal Decree 457/2006 expressly recognises that since the entry into force thereof there has been a “new configuration of the concession” based on guaranteed traffic. Also, the participating loans regulated by the Budget Laws do not refer to Acesa, there is no mechanism that enables the application thereof in its favour and they were unconnected with the effects of the Agreement. Furthermore, Directive 2014/23/EU has not been transposed into Spanish domestic legislation and the retroactive application thereof is expressly not permitted. Thus reads the opinion of Jordi de Juan, Alicia de Carlos and MA Abogados, updating their reports in view of the latest opinion of the Council of State. In any event, the latest opinion of the Council of State is not binding and, therefore, its content does not oblige the Ministry of Public Works to adopt any resolution based on its terms. The Ministry has limited itself to informing Acesa of its existence and, to date, it has not announced any decision that has been taken in this regard. Consequently, the strength of the legal position that Acesa has held at all times still applies. And Acesa and Abertis continue to strive to achieve a solution with the Government that protects their own interests and those of their shareholders. In the event such a solution is not finally achievable, these interests will be defended as appropriate before the Courts of Law. Therefore, the above issues, and the various possible scenarios, were considered in assessing the recoverable value of the investment held in Abertis Autopistas España, S.A.U. No need to recognise impairment has been detected.

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Moreover, on 18 February 2011, Autopistas Aumar, S.A.C.E, a wholly-owned subsidiary of Abertis Autopistas España, S.A.U. submitted a request to the Spanish Government for the restoration of the economic and financial equilibrium of the AP7/AP4 concession which it managed (see Note 28-c) as a result of the impacts on the economic basis of the contracts arising from the construction of parallel roads, which had not been subject to the waiver included in the Agreement approved by Royal Decree 457/2006 (see section a) above). For this purpose, Aumar requested the adoption of the measures required to restore the economic and financial equilibrium that had been lost, with the objective of compensating in full the losses suffered as a result of the loss of traffic and revenue; and, secondarily, in the event that the measures requested were not adopted, an entitlement would be recognised to obtain compensation for the damage and losses caused as a result of breach of contract. In the initial request for 2002-2010, the damage and losses were valued at EUR 187 million. On 10 December 2014, an updated request was made, setting the damage and losses at EUR 444 million for 2002-2013. To the compensatory amount claimed must be added the corresponding loss of revenue from 2014 up to the end of the concession term in 2019; an amount also claimed but not yet quantified. The request for the aforementioned restoration of the economic and financial equilibrium was initially dismissed by the Government office for Toll Road Concession Operators. In view of this situation, Aumar filed an administrative appeal to a superior administrative body which was partially estimated by the Secretary of State for Infrastructure and Transport on behalf of the Minister of Public Works, due to a material lack of jurisdiction, since it was a matter submitted to the consideration and decision of the Spanish Council of Ministers. In November 2014 Aumar received a proposal from the Ministry of Public Works dismissing its request for the restoration of the economic and financial equilibrium, although conceding the possibility of a hearing. Aumar has submitted the related pleadings at the hearing, arguing the solidity of the grounds for its case based on the damage caused by the actions of the Government not foreseen on entering into the concession arrangement. As of today, no express resolution has been handed down by the Spanish Council of Ministers on the request for the restoration of the economic and financial balance of the concession. In view of the solidity of the legal arguments held by Aumar and Abertis, they will continue to defend their interests and those of their shareholders and, as the case may be, such interests will be defended as appropriate before the Courts of Law.

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The above issues were not considered in assessing the recoverable value of Abertis Autopistas España, S.A.U. d) Other information The Company has no commitments in relation to its investees other than the financial investments made, with the exception of the balances held with those companies, which are indicated in Note 20.c. Lastly, various subsidiaries of Abertis investees hold financial debt subject to standard project-finance causes, in the amount of EUR 4,041 million. This financing generally includes certain guarantees for the lenders, including a pledge on the shares of these investees. 9. LONG- AND SHORT-TERM FINANCIAL INVESTMENTS The breakdown of financial investments by category at year-end is as follows:

Loans and receivables and

other investments Derivative financial

instruments

2014 2013 2014 2013

Derivatives (see Note 10) - - 17,287 13,776 Other financial assets (current and non-current)

2,204 3,875 - -

Total 2,204 3,875 17,287 13,776 None of the outstanding loans and receivables were renegotiated during the year. “Other financial assets” relates mainly to outstanding interest receivable from interest rate hedges. The balances of the financial assets are stated at nominal value, and there are no significant differences from their fair value. The carrying amounts of investments are mainly denominated in euros.

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10. DERIVATIVE FINANCIAL INSTRUMENTS The detail of the fair value of the derivative financial instruments at year-end is as follows:

2014 2013

Assets Liabilities

Assets Liabilities

Interest rate swaps:

Cash flow hedges 316 1,936

1,635 2,211 Fair value hedges

- -

- - Not classified as hedges

4,022 -

- -

Cross currency interest rate and non-euro swaps:

Hedges of net investments in foreign operations

12,949 136,582

12,141 133,530 Derivative financial instruments 17,287 138,518 13,776 135,741

The Company has arranged interest rate derivative financial instruments (interest rate swaps) and cross currency interest rate swaps (or “cross currency swaps”), in accordance with the financial risk management policy described in Note 5. The breakdown of the derivative financial instruments at 31 December by type of swap, with their notional or contractual values, maturities and fair values, is as follows:

31 December 2014

Notional value

2015

2016

2017

2018

2019

Subsequent

years

Net fair value


Cash flow hedges 150,000 - 100,000 - - - 50,000 (1,620)

Not classified as hedges 25,347 - - 25,347 - - - 4,022

175,347 - 100,000 25,347 - - 50,000 2,402



862,654 75,000 192,750 137,377 314,250 143,277 - (123,633)

862,654 75,000 192,750 137,377 314,250 143,277 - (123,633)

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31 December 2013

Notional value

2014

2015

2016

2017

2018

Subsequent

years

Net fair value


Cash flow hedges 200,000 50,000 - 100,000 - - 50,000 (576)

200,000 50,000 - 100,000 - - 50,000 (576)



669,377 49,336 75,000 292,750 88,041 164,250 - (121,389)

669,377 49,336 75,000 292,750 88,041 164,250 - (121,389)

a) Interest rate swaps The principal notional amounts of the interest rate swaps outstanding at 31 December 2014 totalled EUR 150 million (EUR 200 million in 2013), and the fixed interest rate through hedges was 1.48% (between 0.49% and 1.25% in 2013). The impact on the income statement of the settlements of these derivative financial instruments is recognised under “Finance income” or “Finance costs” (see Note 18.d). The amount recognised as a financial liability at 31 December 2014 with a balancing entry in the income statement for the year for the ineffective portion of the cash flow hedge, of net investment relationships and the change in the fair value of derivative financial instruments not classified as hedges was EUR -557 thousand (EUR -558 thousand in 2013). b) Cross currency interest rate and non-euro swaps At 31 December 2014, Abertis had hedges in Chilean pesos in the amount of CLP 428,871,370 thousand and with an equivalent value of EUR 469,377 thousand. The hedges were arranged through several cross foreign currency and interest rate swaps. These financial instruments are designated as an investment hedge in various Chilean companies (Sociedad Concesionaria del Elqui, S.A., Gestora de Autopistas, S.A., Abertis Infraestructuras Chile Ltda, Rutas del Pacífico, S.A., Autopista Central, S.A. and Operadora del Pacífico, S.A.). These hedges mature between 2015 and 2018.

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In addition, Abertis arranged several cross foreign currency and interest rate swaps to hedge its investment in the arteris group. These hedges have a nominal value of BRL 748,063 thousand and an equivalent value of EUR 250,000 thousand. These hedges mature between 2016 and 2018. In 2014 Abertis arranged cross currency interest rate and foreign currency swaps for a nominal amount of USD 195,000 thousand and an equivalent value of EUR 143,277 thousand. These financial instruments are designated as investment hedges at Metropistas. All of these hedges mature in 2019. As described in Note 4.7 c), hedges of net foreign investments in operations relating to subsidiaries and jointly controlled entities and associates are accounted for as fair value hedges, in relation to the exchange component, that is, as a balancing entry in the income statement (see Note 18.d). The amount recognised in the income statement under “Change in fair value of financial instruments” (see Note 18.d) for this item was recognised as a net borrowing cost of EUR 29,731 thousand (net finance income of EUR 83,545 thousand in 2013), offset by the respective recognition of the increase in investment (see Note 8.a). The settlements of these derivative financial instruments are recognised in “Finance income” or “Finance costs” (see Note 18.d). c) Other information With regard to the derivative financial instruments arranged by the Company and in force at 31 December, the detail of expected net settlements, excluding credit risk adjustments, over the coming years is as follows:

31 December 2014 31 December 2013

2015 2016-17 Subsequent

years 2014 2015-16 Subsequent

years

Expected net settlements (*) (61,312) (90,271) 18,999 48,681 65,272 15,428

(*) Without taking into account the credit risk adjustments.

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11. NON-CURRENT ASSETS HELD FOR SALE As indicated in Note 8, the Group divested from the airport operating segment in 2013. At 31 December 2013, Abertis held certain disposable investments as it had not sold all of the airport assets before the balance sheet date. With regard to the aforementioned investments: • On 31 January 2014, Abertis completed the sale of Compañía de

Desarrollo Aeropuerto Eldorado, S.A. (Codad) and the technical-assistance contract signed between Abertis and Fondo de Infraestructura Colombia Ashmore for a total of COP 132,100 million (approximately EUR 48 million, at the time the transaction was carried out). The transaction did not have a significant impact on these financial statements (see Note 18.c).

• On 30 May 2014, Desarrollo de Concesiones Aeroportuarias, S.L.U. (DCA), a subsidiary of Abertis Airports, completed the sale of the remaining 16.67% that it held in Aerocali, S.A. (Aerocali) for an amount of EUR 2 million.

• On 16 December 2014, DCA also completed the sale of its entire 33.33% interest in Aeropuertos Mexicanos del Pacífico (AMP), through which Abertis held a 5.80% interest in the Grupo Aeroportuario del Pacífico, S.A.B. de C.V. subgroup, for EUR 174 million.

Lastly, regarding the other assets that to date have not been disposed of (primarily, MBJ Airports, Ltd. –Mbj- 74.5% of the share capital of which is held by Abertis Airports), Abertis is continuing to work actively to complete its divestment in the airport business. 12. CASH AND CASH EQUIVALENTS The detail of cash and cash equivalents at 31 December is as follows:

2014

2013

Cash on hand 27 14 Cash at banks 737,392 1,606,801 Cash and cash equivalents 737,419 1,606,815

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13. SHAREHOLDERS’ EQUITY a) Share capital, share premium and treasury shares The amounts and changes in these line items in the year are as follows:

Share capital

Treasury shares

At 1 January 2013 2,444,367 (72,027)

Net change in treasury shares - 59,054

Capital increase 122,219 -

At 31 December 2013 2,566,586 (12,973)

Net change in treasury shares - (137,314)

Capital increase 128,329 -

At 31 December 2014 2,694,915 (150,287)

At 31 December 2014, the share capital of Abertis comprised 898,305,042 ordinary shares, belonging to a single class and series, represented by book entries, with a par value of EUR 3 per share, fully subscribed and paid. On 1 April 2014, the Shareholders’ Meeting of Abertis approved a bonus issue to be charged against voluntary reserves, in the ratio of one new share to every 20 existing shares, representing EUR 128,329 thousand (42,776,430 ordinary shares). The change in the number of Abertis shares during the year was as follows:

Number of ordinary shares

2014 2013

At 1 January 2014 855,528,612 814,789,155

Bonus issue 42,776,430 40,739,457

At 31 December 2014 898,305,042 855,528,612

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

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The shares of Abertis are represented by book entries. According to available information, at 31 December 2014, the most significant shareholders are as follows: 2014

Fundación Bancaria Caixa d’Estalvis i Pensions de Barcelona ”la Caixa” (1) 23.12%

Obrascón Huarte Laín, S.A. (2) 13.94%

Trebol Holding S.a.r.L. (3) 15.55%

Inmobiliaria Espacio, S.A. (4) 5.00%

57.61%

(1) Shareholding through Criteria CaixaHolding, S.A.U. is 15.364%; and through Inversiones de

Autopistas, S.L., 7.753%.

(2) Shareholding through OHL Emisiones, S.A.U. is 13.925%; and through Grupo Villar Mir is 0.02%.

(3) Shareholding through Trebol International B.V., in which Trebol Holdings, S.a.r.L owns 99.67% of the share capital and of the voting and dividend rights.

(4) Inmobiliaria Espacio, S.A. is the indirect owner of 5% through an equity swap signed with Societé Générale Sucursal en España.

This year was notable for the acquisition by Inmobiliaria Espacio, S.A. of 5% of the share capital of Abertis Infraestructuras, S.A., which it acquired on 14 October 2014 from OHL Emisiones, S.A.U. The purchase was financed through an equity swap signed with Société Générale Sucursal en España. On the same date Obrascón Huarte Laín, S.A. reported a Share Syndication Agreement by Abertis signed between OHL Emisiones, S.A.U. (a company wholly owned by Obrascón Huarte Laín, S.A. through OHL Concesiones, S.A.U.) and Inmobiliaria Espacio, S.A. (the parent of Grupo Villar Mir, S.A.), the purpose of which is the individual and coordinated exercise of voting rights relating to Abertis shares which, after the sales transaction on that same date, are controlled by Inmobiliaria Espacio, S.A. (outside OHL) and OHL, through OHL Concesiones, S.A.U. The Board of Directors was authorised by the Shareholders' Meeting of 1 April 2014 to increase share capital, in one or more capital issues through monetary contributions, up to a maximum of EUR 1,347,458 thousand, no later than 1 April 2019. This power remains fully in effect. Under the powers delegated by the General Shareholders' Meeting, in 2014 Abertis purchased and disposed of treasury shares in addition to delivering them to employees (just as in 2013).

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The changes in the treasury share portfolio in 2014 were as follows:

Number

Nominal value

Acquisition /Selling Cost

At 1 January 2014 950,955 2,853 12,973

Bonus issue (1) 36,580 110 - Purchases / other 9,984,935 29,954 160,113 Sales / deliveries / other (1,547,349) (4,642) (22,799) At 31 December 2014 9,425,121 28,275 150,287

(1) Bonus issue charged to reserves in the ratio of one new share for every 20 former

shares, as per a resolution of the Shareholders' Meeting of 1 April 2014.

Number

Nominal value

Acquisition /Selling Cost

At 1 January 2013 6,698,227 20,095 72,027

Bonus issue (1) 71,583 215 - Purchases / other 10,780,955 32,343 153,360 Sales / deliveries / other (16,599,810) (49,800) (212,414) At 31 December 2013 950,955 2,853 12,973

(1) Bonus issue charged to reserves in the ratio of one new share for every 20 former

shares, as per a resolution of the Shareholders' Meeting of 20 March 2013.

A portion of the treasury share purchases during the year were made in order to meet the redemption of all 1,172,550 treasury shares that Abertis had yet to reimburse to a related party at year-end 2013 (as described below), in connection with the tender offer for all Arteris shares completed in 2013 (see Note 8.a). In addition, in 2014 Abertis subscribed purchase options on 1,700,000 treasury shares representing 0.19% of the share capital of Abertis Infraestructuras, S.A. On the other hand, the main transactions involving treasury shares in 2013 were carried out as part of the settlement of the tender offer launched by the company Partícipes en Brasil, S.L. (Partícipes) for shares of Arteris, S.A. (Arteris). In this regard, the following transactions involving treasury shares were carried out:

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• The delivery, through the subscription of a loan and the subsequent non-monetary capital increase, of 6,410,944 treasury shares (measured at a cost of EUR 85,578 thousand) to Partícipes.

• The sale to Brookfield of 6,668,384 treasury shares (measured at a cost of EUR 78,893 thousand), so as to allow the latter to assume the 49% of the non-monetary capital increase carried out by the company Partícipes that corresponded thereto.

• Once the period for accepting the tender offer had concluded, Partícipes delivered 12,570,466 Abertis shares to the shareholders of the company Arteris.

With regard to the preceding transaction, in order to ensure the availability of sufficient treasury shares for the tender offer, the Parent signed an agreement with a related party requiring the latter to make available to Abertis up to 17,375,288 Abertis shares for said offer. Lastly, a total of 4,122,550 treasury shares were made available to Abertis (measured at an acquisition cost of EUR 59,839 thousand, which was paid when the treasury shares were made available). At 31 December 2013, a total of 2,950,000 shares (measured at a cost of EUR 41,473 thousand) had been redeemed. Consequently, according to the contract that was signed, Abertis, at 31 December 2013, still owed a total of 1,172,550 shares, which are to be delivered before 10 June 2014. The shares may be returned in advance. In addition, in 2013 a total of 6,658,405 treasury shares were bought in the market, with an acquisition cost of EUR 93,522 thousand. Lastly, the use of the treasury shares held at year-end will depend on the resolutions that may be adopted by the Group's governing bodies. b) Reserves The breakdown of this account is as follows:

2014 2013 Legal and statutory: - Legal reserve

513,317

488,874

513,317 488,874 Other reserves: - Voluntary reserves - Goodwill reserve - Reserves for actuarial gains and losses

2,790,576 143 1,379

2,867,738 119 1,348

2,792,098 2,869,205 3,305,415 3,358,079

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Legal reserve

In accordance with article 274 of the Spanish Limited Liability Companies Law, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve may not be distributed to shareholders unless the Company is liquidated. The legal reserve may be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Apart from the purpose mentioned above, the legal reserve may be used to offset losses unless it exceeds 20% of the capital and no other sufficient reserves are available for such purpose. Voluntary reserve With respect to the changes in 2014 in this line item, and in addition to the changes relating to the distribution of profit, the dividends paid corresponding to treasury shares had a positive impact on reserves in the amount of EUR 1,546 thousand, and the capital increase with a charge to voluntary reserves had a negative impact in the amount of EUR 122,219 thousand. With respect to the changes in 2013 in this line item, and in addition to the changes relating to the distribution of profit, the spin-off of Abertis Telecom Satélites, S.A. and Abertis Telecom Terrestre, S.L., described in Note 8.a), had positive impact on reserves in the amount of EUR 231,248 thousand, and the dividends paid corresponding to the treasury shares had a positive impact in the amount of EUR 2,561 thousand. Goodwill reserve Funds are allocated to the goodwill reserve in accordance with article 273 of the Spanish Limited Liability Companies Law, by virtue of which Spanish companies must make appropriations to a restricted reserve equivalent to the goodwill stated under assets, and must transfer profits representing at least to 5% of the amount of this goodwill to the reserve. If the Company does not report a profit, or if the profit is insufficient, the unrestricted reserves are to be used. As long as goodwill is recognised, this reserve will be restricted.

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At 31 December 2014, the goodwill reserve totalled EUR 143 thousand. At 31 December 2014, the corresponding appropriation was proposed with respect to the distribution of profit for the year based on the aforementioned article (see Note 3). Dividends On 1 April 2014, the Shareholders' Meeting of Abertis approved payment of a final dividend for 2013 in the amount of EUR 0.33 gross per share, for a total amount of EUR 282,324 thousand.

On 28 October 2014, the Company agreed to distribute an interim dividend against profit for the year totalling EUR 296,441 thousand, which amounts to EUR 0.33 gross per share making up the Company's share capital.

14. SHORT- AND LONG-TERM DEBTS PAYABLE The breakdown, by category, of short- and long-term debts payable is as follows: Accounts payable Derivative financial

instruments

2014 2013 2014 2013 Bonds and other marketable securities 4,748,906 4,948,121 - - Bank borrowings 64,855 784,976 - - Finance lease payables 566 - - - Derivatives (see Note 10) - - 138,518 135,741 Other financial liabilities (non-current) 260,946 666 Total 5,075,273 5,733,763 138,518 135,741

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Set out below is a breakdown, by maturity, of debts payable at year-end:

31 December 2014 Current Non-current

2015 2016

2017

2018

2019 Subsequent

years

Total

Total Bonds and other marketable securities

112,386

556,378

792,009

7,360

753,148

2,527,625

4,636,520

4,748,906

Bank borrowings 14,855 - - - - 50,000 50,000 64,855Finance lease payables

146

140

140

140 -

-

420

566

Other financial liabilities - 500 - - 260,399 47 260,946 260,946 Total 127,387 557,018 792,149 7,500 1,013,547 2,577,672 4,947,886 5,075,273

31 December 2013 Current Non-current

2014 2015

2016

2017 2018 Subsequent

years

Total

Total Bonds and other marketable securities

554,815

26,868

1,039,155

1,006,075

6,868

2,314,340

4,393,306

4,948,121

Bank borrowings 22,602 263,178 149,944 99,252 200,000 50,000 762,374 784,976 Other financial liabilities - 242 377 - - 47 666 666 Total 577,417 290,288 1,189,476 1,105,327 206,868 2,364,387 5,156,346 5,733,763

The carrying amounts and fair values of long-term payables are as follows:

Carrying amount Fair value 2014 2013 2014 2013

Bank loans Bonds and other marketable securities

Finance lease payables Other financial liabilities

50,000

4,636,520 420 260,946

762,374

4,393,306

- 666

50,000

5,383,629 420 260,946

762,374

4,762,407

- 666

4,947,886 5,156,346 5,694,995 5,525,447

Current financial liabilities are stated at their nominal value, which is not significantly different from their fair value. Fair values are based on discounted cash flows at a rate based on a borrowings rate of 0.25% (1.44% in 2013). Company debt is denominated in euros.

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The Company has the following undrawn credit facilities:

2014 2013 Floating rate: - maturing in less than one year - maturing in more than one year

100,000 2,372,000

69,993 2,271,999

2,472,000 2,341,992

In 2014, the Company had credit facilities at year-end with a limit of EUR 2,472 million (EUR 2,342 million in 2013), of which EUR 100 million relates to credit facilities maturing in one year and EUR 2,372 million to facilities maturing in more than one year. At year-end, all of the credit facilities were available. The increase in undrawn credit facilities strengthens the Company's liquidity position. Of the EUR 2,472 million in credit facilities, EUR 900 million (EUR 600 million in 2013) may be used either in euros or in another currency, at the equivalent value. The credit facilities in euros accrue interest at Euribor plus a spread, while the lines drawn down in currencies other than the euro accrue interest indexed to Libor. In 2014, the credit facility drawdowns were repaid and EUR 1,175,934 thousand in debt was repaid, of which EUR 725,984 thousand relate to loans and EUR 450,000 thousand to bond issues, including the aforementioned loan that was repaid. In the first half of 2014, the Company arranged a transaction to refinance bonds issued in previous years. To this end, it has placed a bond issue in the amount of EUR 700 million, maturing on 27 February 2025, with a coupon of 2.5%, which was fully underwritten by a financial institution. In the same act, the Company and this financial institution swapped a portion of the bonds issued by the Company in 2007 and 2009, the nominal value of which amounted to EUR 700 million (EUR 485 million for bonds maturing in 2016, with a coupon of 4.625% and EUR 215 million for bonds maturing in 2017, with a coupon of 5.125%), which were previously acquired by the same financial institution. Once the swap had been completed, the aforementioned bonds were redeemed and cancelled by the Company. According to the regulatory financial reporting framework applicable to the Company regarding the derecognition of financial liabilities, the above transaction was accounted for as a non-significant modification of existing liabilities. Therefore, the impact of the swap relating to the surcharge on the repurchase of the shares —amounting to EUR 89 million — was treated as an adjustment to the carrying amount of the liability taken to the income statement according to a financial criterion until the new maturity.

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In addition, the Company also issued private bonds for EUR 350 million with a coupon of 3.125% and a maturity between 10 and 12 years. In sum, in 2014, bonds for a total of EUR 1,050 million (EUR 600 million in 2013) were issued, allowing the Company to repay bank borrowings in advance, refinance bonds issued previously and strengthen its mid-term liquidity position. Also, new credit facilities in the amount of EUR 150,000 thousand were arranged and EUR 20,000 thousand in loans matured in 2014 (EUR 567,000 thousand in 2013, including credit facilities and loans). a) Bank loans and bonds The Company has not renewed the note issuance programme totalling EUR 500,000 thousand, and the promissory notes were fully available at 31 December 2013. At 31 December 2014, the existing bond issues and the corresponding rates were: EUR 350,000 thousand, relating to private issues launched during the year, at an annual interest rate of 3.125%, and EUR 700,000 thousand at an annual interest rate of 2.5%, which was fully underwritten by a financial institution; in addition to EUR 750,000 thousand at 4.75%; EUR 660,000 thousand at 4.38%; EUR 785,100 thousand at 5.13%; EUR 125,000 thousand at 5.99%; EUR 549,950 thousand at 4.63%; and EUR 30,000 thousand at 5.88%. EUR 180,000 thousand was also refinanced at Euribor. At year-end 2014, 97% (86% in 2013) of the borrowings accrued a fixed interest rate or a rate fixed through hedges. Lastly, in relation to the main financing contracts in force at year-end 2014, no financial assets relevant to these financial statements have been pledged to guarantee liabilities or contingent liabilities (as was the case in 2013). Consequently, there are no commitments or clauses associated with financing agreements at the balance sheet date whose infringement would make liabilities immediately due and payable to the lender. b) Other financial liabilities “Other financial liabilities” primarily includes EUR 256 million relating to the present value of the deferred purchase price and EUR 295 million payable in 2019, agreed with Capital Riesgo Global, S.A. (owned by the Santander Group) for the acquisition of 100% of Infraestructuras Americanas, S.L.U. (IA) (see Note 8).

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c) Rating At the date of authorisation for issue of these financial statements, Abertis has a long-term, “BBB” Investment grade-adequate credit quality rating, from the international credit rating agency Standard and Poor’s Credit Market Services Europe Ltd. In the latest report dating from June 2014, the “BBB” rating was affirmed, as was its stable outlook. However, Abertis holds a long-term “BBB+”, good credit quality rating from the international credit rating agency Fitch Ratings Ltd. and a short-term “F2”, high credit quality rating. These ratings were assigned a negative outlook in August 2012, while in July 2014 they were changed to a stable outlook (maintaining the “BBB+” and “F2” rating). 15. LONG-TERM EMPLOYEE BENEFIT OBLIGATIONS Among the obligations with its employees, the Company has certain pension obligations for defined contribution plans, as the sponsor of an employee pension plan. It also has obligations for defined contribution and/or defined benefit pension obligations, arranged through insurance policies, as set down in legislation governing the externalisation of pension obligations. “Long-term employee benefit obligations” on the liability side of the accompanying balance sheet includes EUR 126 thousand (EUR 126 thousand in 2013), relating to the valuation of the defined benefit liabilities with employees arranged through insurance policies. The amount recognised as staff costs in 2014 for these obligations totals EUR 3 thousand (EUR 5 thousand in 2013) (see Note 18.b). “Other financial assets – non-current” on the asset side of the accompanying balance sheet includes EUR 215 thousand (EUR 206 thousand in 2013), corresponding to the fair value of the assets related to these obligations contracted with related parties (see Note 20.d). The amount recognised as finance income for the expected yield on this asset is EUR 4 thousand (EUR 3 thousand in 2013). The economic-actuarial information on the existing liability for pension obligations of the Company with its employees is as follows:

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a) Defined contribution commitments The amount recognised for the year as staff costs in the income statement for contribution obligations totals EUR 1,989 thousand (EUR 1,599 thousand in 2013) (see Note 18.b). b) Defined benefit commitments The pension obligations are covered though an insurance policy, with the amounts not included in the balance sheet. Nevertheless, this heading includes the hedging instruments (plan assets and obligations) for which there is a continued legal obligation or an implied obligation to meet the agreed benefits. In relation to defined benefit commitments, the reconciliation of the opening and closing balances of the actuarial value is as follows: 2014 2013

At 1 January 126 155

Current service cost (see Note 18.b) 3 5

Interest cost 2 1

Actuarial losses/(gains) (14) (35)

Additions 32 -

Curtailments / settlements (23) -

At 31 December 126 126

The reconciliation of opening and closing balances of the actuarial fair value of the assets tied to these obligations is as follows: 2014 2013

At 1 January 206 339

Expected yield on related assets 4 3

Actuarial (losses)/gains 29 14

Curtailments / settlements (24) (150)

At 31 December 215 206

The actuarial assumptions (demographic and financial) used constitute the best estimates on the variables that will determine the ultimate cost of providing post-employment benefits. The main actuarial assumptions used at the reporting date are as follows:

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2014 2013

Annual discount rate 0.75% 1.75%

Expected yield on plan assets 0.75% 1.75%

Salary increase rate 2.00% 2.75% Mortality tables PERM/F 2000-P PERM/F 2000-P Disability tables IPA 0M77 IPA 0M77

The expected overall yield on the assets is the discount rate used in determining the liability. c) Other commitments Together with the commitments described above, the Company has obligations to its employees tied to the achievement of certain business goals. With regard to the measurement of these obligations, a liability is included in the balance sheet for this heading for a total amount of EUR 9,122 thousand (EUR 7,753 thousand in 2013). The amount recorded as staff costs in 2014 for these obligations is EUR 1,102 thousand (EUR 5,944 thousand in 2013) (see Note 18.b). d) Share options On 31 March 2009, the General Shareholders’ Meeting of Abertis Infraestructuras, S.A. approved a share option plan for its management personnel and that of its subsidiaries (Plan 2009). In addition, on 27 April 2010, the General Shareholders’ Meeting of Abertis Infraestructuras, S.A. approved another share option plan for management personnel and its subsidiaries (Plan 2010). Both plans have a three-year vesting period in order to exercise the options as from the date they are granted, i.e., 1 April 2012 and 28 April 2013, respectively. At the end of the vesting period, management personnel may exercise the options received over a period of two years. The options may be settled in shares only. Each option entitles them to one share, and the maximum number of options originally assigned to Company management under Plan 2009 was 427,500; and under Plan 2010, 662,000. The exercise price for the options is the average market price of Abertis Infraestructuras, S.A. shares over the three months prior to the Shareholders' Meeting of 31 March 2009 (EUR 12.06/share) for Plan 2009

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and the average market price from 4 January 2010 to 26 April 2010, both inclusive (EUR 14.57/share), adjusted for the effect of possible share capital increases. As a result, the changes were as follows:

Plan 2010

Plan 2009

Plan 2008

Number of options

Maturity

Number of options

Maturity

Number of options

Maturity

At 1 January 2013 628,565 2015

241,820 2014 373,925 2013

Bonus issue (1) 13,216

1,518 -

Disposals (400,430)

(217,673) -

Disposals due to the end of the exercise period

-

- (373,925)

At 31 December 2013 241,351 2015

25,665 2014 - 2013

Bonus issue (2) 7,238

- -

Additions 31,571

- -

Disposals due to the end of the exercise period (107,571)

(25,665) -

At 31 December 2014 172,589 2015

- 2014 - 2013

(1) Effect in 2013 on the options granted from the bonus issue charged to voluntary reserves in the

ratio of one new share for each 20 former shares approved at the General Shareholders' Meeting of 20 March 2013, according to Plan 2009 and Plan 2010.

(2) Effect in 2014 on the options granted from the bonus issue charged to voluntary reserves in the

ratio of one new share for each 20 former shares approved at the General Shareholders' Meeting of 1 April 2014, according to Plan 2010.

On 28 April 2013, the vesting period for Plan 2010 ended. At year-end 2014, 107,571 options had been exercised at an average price of EUR 14.55 per share as a result of the bonus issue against reserves in the ratio of one new share to every 20 former shares approved by the Shareholders' Meeting of 1 April 2014. Under Plan 2009, the vesting period of which ended on 1 April 2012, at year-end 2014, 25,665 options had been exercised at an average price of EUR 13.39 per share. These obligations are recognised in equity and are stated at their fair value at the grant date using a financial calculation method in which the exercise price of the option, volatility, exercise term, expected dividends and the risk-free rate are taken into consideration.

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The cost of the plan is charged to the income statement as a staff cost as it accrues during the period of time required for the employee to remain at the Company in order to exercise the option, while a balancing entry is recognised in equity. The amount recognised in the income statement at 31 December 2014 is EUR 121 thousand (EUR 47 thousand in 2013) (see Note 18.b). The main assumptions used in the valuation of these share option plans at the grant date are as follows: Plan 2010 Plan 2009 Plan 2008

Valuation model Hull & White Hull & White Hull & White

Option exercise price (€/share) 14.5700 12.0600 20.5100

Grant date 28/04/2010 01/04/2009 02/04/2008

Maturity 28/04/2015 1/04/2014 2/04/2013

Term of option to maturity 5 years 5 years 5 years

Term of option until first exercise date 3 years 3 years 3 years

Option type / style

“Call / Bermuda”



Spot price (€/share) 13.03 11.99 21.00

Expected volatility (1) 27.52% 24.75% 21.29%

Risk-free rate 2.31% 2.63% 4.13%

Payout ratio (2) 0.00% 0.00% 0.00%

(1) Estimated implicit volatility based on the prices of shares traded in official markets and OTC markets

for that maturity and exercise price. (2) The early daily redemption dates were estimated as from the beginning of the exercise period until

the end of the exercise period based strictly on market criteria.

Unlike other models, the Hull & White model enables all the terms and conditions of the incentive plan to be input. This includes the input of considerations such as the loss of the exercise right due to termination of employment before the first three years, early exercise far from the optimal moment and the periods in which the right cannot be exercised. The model also allows for the input of ratios of employees who leave the Company according to their position on the organisational chart.

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16. OTHER PROVISIONS The changes in provisions recognised in the balance sheet were as follows:


Charges Amounts used


Other provisions (see Notes 4.12 and 17) 5,956 - (2,201) 3,755


Charges Amounts used


Other provisions 13,153 - (7,197) 5,956 This account includes, inter alia, a provision for tax litigation arising from assessments that were appealed and which are pending judgement by the competent courts (see Note 17.a). The amounts used in 2014 and 2013 therefore relate primarily to the payment of various tax settlements as well as the settlement of contingencies provisioned in previous years (see Note 17). 17. INCOME TAX AND TAX SITUATION a) Tax-related disclosures

The Company files consolidated tax returns for income tax purposes, and is the Parent of the tax group. In addition, the Company files consolidated value added tax (VAT) returns, and is the parent of the tax group. The Company has all the taxes for which the statute of limitations has not expired open for review. As a result of the different interpretations that could be afforded to Spanish tax legislation applicable to some transactions, contingent tax liabilities could arise in the future, which are difficult to quantify objectively. Any additional assessments that might be made would not significantly affect the Company's financial statements.

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During 2002, 2003 and 2004, the Company was involved in several corporate transactions in which it opted to apply the special tax regime contained in Title VII, Chapter VIII of Legislative Royal Decree 4/2004 (in 2002 and 2003, Title VIII, Chapter VIII, of the Corporate Income Tax Law). The information concerning these transactions is disclosed in the notes to the financial statements for 2002, 2003 and 2004. These transactions were as follows:

• The non-monetary contribution of a branch of activity of the concessions held by the Company for the operation of certain toll roads to Autopistas Concesionaria Española, S.A., Sociedad Unipersonal (2002), and the capital increase of the investee Abertis Logística, S.A., subscribed by the Company through the non-monetary contribution of shares in other investees (2002).

• The capital increase of the Company, in order to meet the

consideration through a share swap established in the takeover bid for the shares of Ibérica de Autopistas, S.A. (2002).

• The mergers of Abertis Infraestructuras, S.A. through the full

takeover of Aurea, Concesiones de Infraestructuras, S.A. (2003) and Ibérica de Autopistas, S.A. (2004), and the subsequent winding up without liquidation of the latter two.

Tax assessments were issued against Abertis relating mainly to audits in relation to Aurea Concesiones de Infraestructuras, S.A. for 2001 and 2002. As regards the legal proceedings initiated in 2001 as a result of the improper application of the tax credit for export activities, a ruling has yet to be handed down by the Supreme Court, although they are fully provisioned. As for the legal proceedings from 2002, these were initiated due to the alleged misapplication of the “Asset Revaluation Reserve RDL 7/96” account and due to the misapplication of the tax credit for export activities. On 18 July 2014, the Supreme Court handed down a decision confirming the judgement of the National Appellate Court of 1 April 2013 in all aspects. This judgement partially upheld the claim. Hence, although the Company's pleadings regarding the application of the export tax credit (in the amount of EUR 2.2 million) were dismissed, Abertis' pleadings with regard to the application of the Revaluation Reserve account (in the amount of EUR 53 million) were upheld, with the National Appellate Court therefore rendering the final tax assessment by this party null and void, since the tax authorities had not followed the procedure established by law.

73

Accordingly, and pursuant to the judgement handed down by the National Appellate Court, within the six month period prescribed by law for the enforcement thereof, on 10 September 2014 the tax authorities issued the corresponding enforcement resolutions, reversing the initial assessments from the proceedings and handing down new assessments, which led to the payment on 5 November 2014 of all relevant tax liabilities relating to these proceedings, which finally amounted to EUR 2.2 million. b) Income tax expense

The standard income tax rate for 2014 is 30%.

Corporate Income Tax Law 27/2014, of 27 November, which entered into force on 1 January 2015, establishes a standard tax rate for taxpayers of 28% in 2015, and of 25% from 2016 onwards.

The reconciliation of net income and expenses for the year to taxable profit for income tax purposes is as follows:

Income statement

Income and expense recognised directly in equity

2014 Increases

Decreases

Total

Increases

Decreases

Total

Balance of income and expenses for the year

717,781

(36) Income tax for the year

- -

(379,504)

-

-

281

Permanent differences 53,608 (381,813) (328,205) 690 - 690 Temporary differences: - arising in the year - arising in prior years

7,880

15

(15,223)

(2,339)

(7,343)

(2,324)

-

-

(1,059)

-

(1,059)

-

Total 405 (123) Taxable profit to be added to tax consolidation

282

74

Income statement

Income and expense recognised directly in equity

2013 Increases

Decreases

Total

Increases

Decreases

Total

Balance of income and expenses for the year

639,191

(3,232) Income tax for the year

- -

731

-

-

226

Permanent differences 4,480 (625,761) (621,281) 3,760 - 3,760 Temporary differences: - arising in the year - arising in prior years

11,113

83,105

(15,223)

(4,151)

(4,110)

78,954

-

-

(1,581)

-

(1,581)

-

Total 93,485 (827) Taxable profit to be added to tax consolidation

92,658

The main income tax items for the year are as follows:

2014

Income

statement Equity Total

Current tax (10,883) (37) (10,920) Deferred tax 2,687 318 3,005 Adjustments to income tax (391,571) - (391,571) Tax from prior years/ other 20,263 - 20,263 Total (379,504) 281 (379,223)

2013

Income

statement Equity Total

Current tax 22,734 700 23,434 Deferred tax (22,453) (474) (22,927) Tax from prior years/ other 450 - 450 Total 731 226 957

The accrued income tax expense shown in the Company's income statement is determined taking into account the following, in addition to the parameters to be considered in individual taxation:

− Dividends from Group companies included in the tax consolidation, valuation adjustments and the elimination of profits (losses) on intercompany operations eliminated when determining the consolidated tax base are considered permanent differences.

75

− As a result of the approval of Corporate Income Tax Law 27/2014, of 27 November, the Company re-evaluated its deferred tax liabilities in connection with the gains obtained on the transfer of the concession operators in 2011 in accordance with the assumptions set forth therein with regard to the transfer of shares. In addition, the aforementioned Law also modifies tax rates; hence, the Company proceeded to adjust the value of its deferred tax assets and liabilities at 31 December 2014. Consequently, the Company reversed a net amount of EUR 391,571 thousand in deferred tax assets and liabilities, which was recognised as income in the accompanying income statement.

− The taxes paid abroad that are similar to income tax and the adjustment to the calculation of the tax expense in 2013 have led to an increase in the income tax expense for the year of EUR 20,263 thousand (EUR 450 thousand in 2013).

− The tax credits generated in 2014 totalling EUR 11,217 thousand relate to tax credits to avoid double taxation and tax credits for donations (EUR 1,669 thousand in 2013).

In 2014, the Company did not avail itself of income from the reinvestment deduction. In 2009, 2010 and 2011, the Company applied as a tax credit for the reinvestment of total income in the amount of EUR 4,504 thousand, and reinvested the total amount obtained from the transfers in each of these years.

Tax withholdings and prepayments made totalled EUR 5,491 thousand (EUR 37,372 thousand in 2013).

c) Deferred taxes The breakdown of the deferred taxes is as follows:

2014 2013 Deferred tax assets: - Employee benefit obligations - Provision for third-party liabilities - Impairment of ACDL portfolio - Other

17,231 5,685

592 8,807 2,147

40,332 5,933

941 31,400 2,058

Deferred tax liabilities: - Gains on concession transfers - Abertis Telecom, S.A. spin-off - Impairment of portfolio - Other

(836,167) (750,674) (41,976)

- (43,517)

(1,227,626) (1,159,294)

(44,974) 875

(24,233) Deferred taxes (818,936) (1,187,294)

76

The changes in the year in deferred tax assets and liabilities were as follows:

2014 2013

Deferred tax

assets Deferred tax liabilities

Deferred tax

assets

Deferred tax liabilities

At 1 January 40,332 (1,227,626) 39,607 (1,223,480)

Charges/(credits) to income statement 1,836 (4,456) 948 36,446

Charges/(credits) to equity (87) (19,604) (409) (64)

Adjustments to income tax (24,823) 416,394 - - Other charges/(credits) (income tax adjustments for previous year)

(27)

(875)

186

(40,528)

At 31 December 17,231 (836,167) 40,332 (1,227,626)

The deferred tax assets recognised at year-end 2014 relate mainly to the impairment of the interest in Airport Concession and Development Limited (ACDL) and to long-term employee benefit obligations. Deferred tax liabilities recognised at year-end 2014 relate mainly to gains on the transfer of shares of the Spanish toll-road concession operators carried out in 2011 that were eliminated when determining the consolidated tax base. In addition, the deferred tax liabilities include, in the amount of EUR 41,976 thousand, the tax effect of the spin-off of the investee Abertis Telecom, S.A.U. (currently Abertis Telecom Satélites, S.A.U.), as described in Note 8. Lastly, the Company has recorded a deferred tax liability for impairment losses on securities representing its interest in the share capital or in the shareholders' equity of companies, pursuant to former article 12.3 of the revised text of the Corporate Income Tax Law, repealed with effect for fiscal years beginning or after 1 January 2013. Set out below is a breakdown of the total amounts deducted under article 12.3, now repealed, of the revised text of the Corporate Income Tax Law:

Company Total amounts deducted at 31/12/2013

Income tax adjustment

2013

Income tax adjustment

2014

Amounts to be recovered /(added) at 31/12/2014

AUSOL (147,548) - - (147,548) TERRA MÍTICA (7,513) - - (7,513) ACDL 104,667 - (72,600) 32,067

77

18. INCOME AND EXPENSES a) Revenue Abertis carries out operations in two sectors: toll-road concession operators and telecommunications. As the Parent of the Group, the Company receives income that relates basically to dividends and the provision of services to the Group companies (see Note 20.c). Revenue from the Company’s ordinary activities in 2014 and 2013 are distributed geographically as follows:

% Market 2014 2013 Spain Latin America and USA Rest of Europe

78.6 7.9 13.5

81.5 6.5 12.0

100.00 100.00

b) Staff costs

The detail of staff costs in 2014 and 2013 is as follows:

2014 2013

Wages and salaries Social Security contributions Pension costs: - Defined contribution plans (see Note 15.a) - Defined benefit plans (see Note 15.b) Share-based payments cost (see Note 15.d) Other commitments (see Note 15.c) Other

20,118

2,116

1,989 3

121 1,102 2,146

18,569

1,852

1,599 5

47 5,944 1,740

27,595 29,756

78

The average number of employees during the year by category is as follows:

2014 2013 Permanent: - Directors - Senior management - Middle management - Other employees Temporary:

2

20 42 99

-

2

21 40 87

5

163 155

The breakdown by gender of Company personnel at year-end is as follows: 2014 2013 Men Women Total Men Women Total Permanent: - Directors - Senior management - Middle management - Other employees

2

19 37 32

-

2 16 83

2

21 53

115

2

19 24 19

-

2 14 77

2

21 38 96

90 101 191 64 93 157

The Company's Board of Directors is composed of 17 members of whom 13 are men and 4 are women. c) Impairment losses and gains or losses on disposal of non-current assets

2014 2013 Impairment and other losses (31,101) - Gains (losses) on equity investments (6,800) - Property, plant and equipment 7 (2) Total (37,894) (2)

The amount recorded under “Impairment and other losses” relates to the impairment loss on, mainly, Abertis Motorways UK, Ltd; Abertis Airports, S.A.U. and Sociedade para Participações em Infraestructura, S.A. The amount recorded under “Gains (losses) on equity investments” relates to the loss recognised for the sale of Desarrollo Aeropuerto Eldorado, S.A. (codad) (see Note 11).

79

d) Financial results The detail of finance income and costs by item in 2014 and 2013 is as follows: 2014 2013

Income from loans to Group companies and associates (see Note 20.c)

339,619 341,623

Interest and other income 13,409 22,470

Income from sale of derivative financial instruments 4,175 28,824

Finance income 357,203 392,917

Interest on loans with Group companies and associates (see Note 20.c)

(59,173) (57,717)

Interest on loans from banks and others (249,978) (263,433)

Expense from sale of derivative financial instruments (50,373) (40,060)

Finance costs (359,524) (361,210)

”Change in fair value of financial instruments” for 2014 and 2013 is as follows: 2014 2013

Gain/(Loss) on hedges

3,501

(14,501)

3,501 (14,501)

This line item includes mainly the net impact deriving from the accounting treatment of net investments in foreign operations as hedges (see Notes 8.a and 10). The breakdown of the exchange differences recognised in 2014 and 2013, by type of financial instrument, is as follows: 2014 2013

Transactions settled during the year:

Loans and commercial transactions 986 (607)

986 (607)

Outstanding and unmatured balances:

Loans 5,387 28,249

5,387 28,249

6,373 27,642

80

e) Transactions in foreign currencies The amounts of the transactions in currencies other than the euro in 2014 and 2013 were as follows:

2014 2013 Services received Services rendered

5,152 4,646

5,238 2,988

19. CONTINGENCIES AND COMMITMENTS a) Contingent liabilities At 31 December 2014, the Company held guarantees to third parties totalling EUR 114,367 thousand (EUR 99,895 thousand in 2013), which relate mainly to guarantees provided by financial institutions before public authorities for certain commitments (investments, operation of services, financing, taxes, etc.) assumed by the Company, investees and other companies. These guarantees are not expected to generate significant unforeseen liabilities. The Company provides guarantees on financial agreements entered into by Aulesa in the amount of EUR 35 million (EUR 37 million in 2013) and Abertis Infraestructuras BV for an amount equal to EUR 343,141 thousand (EUR 609,455 thousand in 2013). 20. RELATED PARTY TRANSACTIONS

a) Directors and senior management Annual remuneration of the Directors for their services to the Board of Directors of the Company is fixed as a share of net profits. It may be paid out only after the payment of dividends and transfers to reserves established by Law are covered and it may not, under any circumstances, exceed 2% of profits. The Board of Directors may distribute this sum among its members in the form and amount it decides.

81

Remuneration received by the directors of Abertis in 2014 was as follows:

• The members of the Board of Directors, for exercising the duties inherent to their position as directors of Abertis Infraestructuras, S.A., received EUR 2,258 thousand (EUR 2,268 thousand in 2013).

• In exercising senior management functions, the Chief Executive

Officer earned EUR 2,277 thousand corresponding to the annual fixed and variable remuneration, as well as EUR 3,384 thousand for having achieved the multi-year targets established in the 2012-2014 Incentives Plan (EUR 0 thousand in 2013), payable during the first half of 2015. The entire annual variable remuneration and 90% of the multiannual incentive is perceived as contribution to the pension plan.

• The Chairman, for exercising a portion of the options of Plan 2010

held thereby, obtained EUR 293 thousand in gains (EUR 382 thousand in 2013 for exercising all of the options of Plan 2009).

• As members of the Board of Directors of other Group companies, the

Directors received EUR 117 thousand (EUR 85 thousand in 2013), and for belonging to the territorial advisory committees, they received EUR 0 thousand (EUR 81 thousand in 2013).

• In addition, the Directors of Abertis Infraestructuras, S.A. received,

as other benefits, contributions made to cover pension obligations and other remuneration in kind, EUR 600 thousand and EUR 99 thousand, respectively (EUR 600 thousand and EUR 81 thousand in 2013).

Remuneration in 2014 of the members of senior management, understood to be the managing directors and senior personnel of the Abertis Group who carry out management duties while reporting directly to the Board of Directors, Executive Committee, Chairman or Chief Executive Officer of Abertis Infraestructuras, S.A., totalled EUR 3,024 thousand (EUR 3,306 thousand in 2013) and EUR 2,928 thousand for achieving the multi-year targets established in the 2012-2014 Incentives Plan (EUR 0 thousand in 2013), which will be paid in the first half of 2015. In 2014, senior management did not receive any gains for exercising options under Plans 2009 and 2010 (EUR 420 thousand in 2013 for exercising options under said plans).

82

The members of senior management received, as other benefits, contributions related to pension obligations and other remuneration in kind in the amount of EUR 346 thousand and EUR 164 thousand, respectively (EUR 345 thousand and EUR 161 thousand in 2013). Moreover, the Company has a credit line available to senior management maturing in 2015, at a market interest rate, which at 31 December 2014 amounted to EUR 3 million (EUR 250 thousand at year-end 2013). Retirement benefits received by former members of senior management totalled EUR 66 thousand in 2014 (EUR 66 thousand in 2013). Abertis Infraestructuras, S.A. has remuneration systems linked to the performance of the Company’s share price, as mentioned in Note 4.11. Furthermore, to encourage the involvement of the Chief Executive Officer and of certain key executives in attaining the Company's long-term targets, a new incentive plan has been launched for the 2015-2017 period (“2015-2017 Incentive Plan”), tied to the attainment of certain business targets (see Note 15.c). b) Other disclosures on the Board of Directors In accordance with the provisions of article 229 of the Spanish Limited Liability Companies Law, the directors have reported that neither they nor any persons related to them are involved in any situations that may lead to a direct or indirect conflict with the Company's interests. The proprietary directors of Obrascón Huarte Laín, S.A. and OHL Concesiones, S.A. have stated that, although they occasionally bid for toll road tenders, a permanent conflict of interests does not exist, without prejudice to their commitment to comply with the relevant laws if, in the future, any specific conflict of interests should arise. The proprietary directors proposed by Criteria CaixaHolding, S.A. —Isidro Fainé, Marcelino Armenter, Susana Gallardo and Pablis 21, S.L.— have abstained from participating in resolutions or decisions relating to corporate and financing transactions in which they could have a conflict of interest.

83

c) Group companies and associates The financial assets and liabilities held by the Company with Abertis Group companies and associates, except for equity instruments, are as follows (see Note 8.b):

31 December 2014

Financial assets Financial liabilities

Loans and other financial assets

Receivable from Group companies

and associates Borrowings

Long-term Short-term Short-term Long-term

Short-term

Acesa 1,154,298 443,239 - 82 -

Aucat 256,159 3,843 - - 307

Aumar - 6,472 - 58 70,936

Iberpistas 911,935 11,828 - - 11,707

Castellana - 178,147 - - 5,898

Aulesa - 62 - - 623

Avasa - 917 - 58 -

Sanef - 362 175 -

Autopistas del Sol - - - 15

Coviandes - - 128 - -

Gicsa - - - 167

Abertis Aut. España 3,672,159 54,440 79 369 138,130

Infraestructures Viàries de Catalunya

98,992 58,164 - - -

Abertis Telecom Terrestre

- - - - 1,330

Abertis Telecom Satélites

196,929 7,173 1 - 9,124

Abertis Satélites - - - - 1

Retevisión - 9,077 1 113 -

Tradia - 1,762 - 244 -

Abertis Tower - - - - 18,314

Abertis Telecom Brasil

- - - - 743

Bip & Drive - - - - 203

Abertis aeropuertos - 91,162 1 - 8,907

84

31 December 2014






Short-term

Hispasat - - 159 - -

DCA - 318 - - 2,612

Infraestructuras Americanas

198,233 2,488 - - -

Societat d’Autopistes Catalanes

1,177,940 1,115 - - 335

Abertis Finance BV - 108,473 - 434,735 149,666

TBI - - 1,798 - 242

Abertis México - 20 - 46,505 -

Invin (1) - - - 69,633 -

Abertis Infraestructuras Chile

641 - 89 - 4,135

Abertis Infraestructuras Chile II

- - - - 3,101

Abertis Infraestructuras Chile III

- - - - 3,101

Abertis Autopistas Chile

- - - - 19

Metropistas - 56 2 - -

Abertis USA - - - - 88

Adesal - 329 - - 14

Autopista Central - - 181 - -

Rutas Pacífico - - 8 - -

Abertis Puerto Rico - - 37 - -

Infraestructura Dos Mil

- 135 - - -

Autopista Los Andes - - 5 - -

Abertis Portugal - 22 - -

Autopista del Sol - 684 23 - -

85

Autopista los libertadores

- 411 9 - -

Arteris - - 93 - -

Participes em Brasil - - 10 - -

SPI - - - - 2,379

Total 7,667,286 980,699 2,799 551,797 432,097

(1) Balances in Chilean pesos translated into euros at the year-end exchange rate.

31 December 2013






Short-term

Acesa 1,142,729 122,227 - 139 -

Aucat 292,868 2,689 - - 640

Aumar - 8,037 - 161 -

Iberpistas 912,391 27,746 - 271 10,455

Castellana - 175,873 - - 6,411

Aulesa - 65 - - 538

Avasa 177,795 2,015 - 40 -

Sanef - - 183 - -

Autopistas del Sol - - 2,418 - -

Coviandes - - 70 - -

Gicsa - - - - 153

Abertis Aut. España 5,024,412 93,693 - 692 140,441


98,992

56,847

-

-

-

Abertis Telecom Terrestre

146,938 721 2 - -

Abertis Telecom Satelital

484,196 9,100 10 - 61,980

Retevisión - 7,745 - 281 843

Tradia - 1,184 - 344 -

Abertis Satélites - - - - 2

Abertis Tower - - - - 1,355

86

31 December 2013






Short-term

Abertis aeropuertos - 238,524 13 149 10,284

DCA - 38,211 - - 813

TBI - - 4,050 - -

Areamed - - 4 - -

Abertis Finance BV 2,698 72,154 - 645,677 198,752

Serviabertis - 546 19 223 14,626

Abertis México - 9 - 44,627 -

Invin (1) - 130 12 66,990 -

Abertis Infraestructuras Chile

641 - 44 - 4,135

Abertis Infraestructuras Chile II

- - - - 3,101

Abertis Infraestructuras Chile III

- - - - 3,101

Metropistas - 3,264 7 - -

Abertis USA - - - - 121

Adesal - 308 - - -

Elqui - - 5 - -

Autopista Central - - 181 - -

Rutas Pacífico - - 10 - -

Autopistas Los Andes

- - 6 - -

Abertis Puerto Rico - - 61 - -

Infraestructura Dos Mil

- 185 - - -

Abertis Portugal - 29 - - -

Autopista del Sol - 707 - - -

Autopista los libertadores

- 510 - - -

Arteris - - 654 - -

87

31 December 2013






Short-term

Participes em Brasil - - (401) - -

Total 8,283,660 862,519 7,348 759,594 457,751

(1) Balances in Chilean pesos translated into euros at the year-end exchange rate.

The long-term balances payable to Abertis Infraestructuras Finance, B.V. have the same maturities (between 2015 and 2039) and are in the same amounts as the bonds issued in foreign currency by this investee. Abertis Infraestructuras, S.A. has a full, unconditional guarantee on the issues launched by Abertis Infraestructuras Finance, B.V. Intercompany credit facilities and loans are arranged at market interest rates and under other market conditions, and are therefore equivalent to those which may be reasonably agreed between independent parties. All business transactions are similarly carried out at arm's length. “Loans and other financial assets” (short-term) and “Financial liabilities” (short-term) include EUR 44,104 thousand (EUR 39,151 thousand in 2013) and EUR 196,984 thousand (EUR 233,668 thousand in 2013), respectively, for intercompany balances receivable and payable as result of the tax effect generated by the tax consolidation regime (see Note 17).

88

Borrowings from Group companies and associates mature as follows:

31 December 2014

Current Non-current

2015 2016

2017

2018

2019 Subsequent

years

Total

Total Borrowings from Group companies and associates

432,097 924 87,404 - 4,797 458,672 551,797 983,894

31 December 2013

Current Non-current

2014 2015

2016

2017

2018 Subsequent

years

Total

Total Borrowings from Group companies and associates

457,751 138,962 160,621 - - 460,011 759,594 1,217,345

The Company’s transactions with Abertis Group companies and associates in 2014 and 2013 are as follows:

31 December 2014

Income Expenses

Services rendered and other revenue

Interest received

Equity investment

Services received

Interest paid

Acesa 5,818 14,273 - - 1

Aucat 647 4,112 - - -

Aumar 2,429 - - - 66

Iberpistas 1,041 41,615 - - -

Castellana - 4,102 - - -

Avasa 1,236 6,192 - - -

Aulesa 3 - - - -

HIT - - 59,294 - -

Sanef 316 362 - - -

A. Puerto Rico 73 - - - -

Ausol 2,425 - - - -

Autopista los libertadores - 970 - - -

Autopistas Los Andes 4 - - - -

Infraestructura Dos Mil - 497 - - -

89

31 December 2014

Income Expenses


Interest received

Equity investment

Services received

Interest paid

Infraestructuras Americanas

- 2,488 - - -

Coviandes 814 - 19,102 - -

Abertis Aut. España 260 227,330 203,832 22 2

Abertis Telecom Terrestre 62 4,076 48,251 - 6

Abertis Telecom Satélites 73 14,197 40,000 - 46

Retevisión 4,812 - - - -

Tradia 1,252 - - - -

Abertis Portugal 11 - - - -

Abertis aeropuertos - 9,426 - - -

TBI 65 - - 242 -

DCA - 1,594 - - 9

Societat d’Autopistes Catalanes

- 1,115 - - -

Abertis Finance BV - 1,319 - - 52,977

Abertis USA - - - 857 -

Hispasat 161 - - - -

Invin 118 - 1,221 - 3,605

Abertis autopistas Chile 1,087 - - 93 -

Abertis Autopistas Central 381 - - - -

Elqui 4 - - - -


737 5,121 - - -

Coninvial - - 11,229 - -

Sociedad Concesionaria Autopista del Sol, S.A.

- 830 - - -

Rutas del Pacífico 8 - - - -

Metropistas 111 - - - -

Abertis México - - - - 2,442

Serviabertis 1,424 - 9,337 4,719 19

Arteris Brasil 345 - - - -

Participes em Brasil 95 - 22,106 - -

90

31 December 2014

Income Expenses


Interest received

Equity investment

Services received

Interest paid

Total 25,812 339,619 414,372 5,933 59,173

31 December 2013

Income Expenses


Interest received

Equity investment

Services received

Interest paid

Acesa 5,819 6,321 - 4 7

Aucat 667 6,206 - - -

Aumar 2,752 228 - - 3

Iberpistas 1,023 43,216 - - -

Castellana - 4,135 - - -

Avasa 1,293 8,558 - - -

Aulesa 3 - - - -

HIT - - 78,825 - -

Sanef 356 - - - -

A. Puerto Rico 61 - - - -

Ausol 1,540 - - - -

Autopista del Sol 29 1,141 - - -

Autopista los libertadores 12 2,065 - - -

Autopistas Los Andes 6 - - - -

Infraestructura Dos Mil - 1,451 - - -

Rutas del Pacífico 10 - - - -

Coviandes 884 - 21,698 - -

Abertis Autop. España 65 232,991 282,000 - -

Abertis Telecom Terrestre 2 1,216 - - -

Abertis Telecom Satelital 115 14,301 222,968 - -

Retevisión 4,528 - - - -

Tradia 1,093 - - - -

Abertis aeropuertos 1,460 10,043 - - -

TBI 4,050 - - - -

91

31 December 2013

Income Expenses


Interest received

Equity investment

Services received

Interest paid

DCA - 1,756 - - 1

Codad - - 7,435 - -

Abertis Finance BV - 2,382 - - 46,587

Abertis USA - - - 1,310 -

Areamed 59 - - - -

Invin 117 - 3,446 - 4,483

Abertis autopistas Chile 489 - - - -

Abertis Autopistas Central 563 - - - -

Elqui 5 - - - -


819 5,608 - - -

Coninvial - - 10,286 - -

Metropistas 7 - - - -

Abertis México - - - - 3,357

ServiAbertis 240 - - 6,985 17

Arteris Brasil 676 - - - -

Participes em Brasil 95 5 8,698 - 3,262

Total 28,838 341,623 635,356 8,299 57,717

d) Other related parties As per the 2007 Spanish National Chart of Accounts, shareholders (in addition to Group companies and the subsidiaries mentioned in the previous heading) of Abertis Infraestructuras, S.A. that have a significant influence on the Company, with the right to appoint a director, or an interest greater than 5%, are classified as other related parties.

92

In addition to the dividends paid to shareholders, the breakdown of the balances and transactions carried out with significant shareholders is as follows: Balances There is no balance at year-end with any significant shareholder. Acquisition of assets and services Of total interest and expenses paid during the year to financial institutions, EUR 13,308 thousand relate to borrowing costs for transactions with related financial institutions (EUR 14,411 thousand in 2013). In addition, of total interest charged during the year to financial institutions, EUR 3,935 thousand relate to finance income from related financial institutions (EUR 10,137 thousand in 2013). The Company also holds EUR 350 million with “la Caixa”, recognised under “Cash and cash equivalents” in the accompanying balance sheet (see Note 12) (EUR 680 million in 2013). In 2014, the Company used transitional treasury financing provided by “la Caixa”, a related entity, to cover cash needs deriving from investment and financing transactions (see Notes 8 and 14). Financial swaps The Company has not entered into financial swaps with related financial institutions for exchange rate and/or interest rate hedges. Financing of retirement obligations Payments totalling EUR 1,315 thousand (EUR 1,100 thousand in 2013) were made on an insurance policy taken out with a related company in order to meet the Group’s employee benefit obligations, and there are also related assets linked to that policy totalling EUR 215 thousand (EUR 206 thousand in 2013) (see Note 15.b).

93

Contingencies and commitments The limit on credit facilities granted by related financial institutions and not drawn down stands at EUR 350,000 thousand at year-end (EUR 350,000 thousand in 2013). Guarantees with related financial institutions were granted with a limit of EUR 65,589 thousand (EUR 66,589 thousand in 2013), which at year-end were drawn down in the amount of EUR 63,143 thousand (EUR 63,143 thousand in 2013). In addition, at 31 December 2014 Abertis redeemed all 1,172,550 treasury shares that had yet to be reimbursed to a related party at year-end 2013 in connection with the tender offer for all Arteris shares completed in 2013 (see Note 13.a). 21. SUBSEQUET EVENTS At the date of authorisation for issue of these financial statements for the year ended 31 December 2014, there were no significant subsequent events with regard thereto. 22. OTHER INFORMATION a) Audit fees The fees accrued in 2014 by Deloitte, S.L. for auditing and other services totalled EUR 248 thousand and EUR 83 thousand, respectively (EUR 206 thousand and EUR 83 thousand in 2013). In addition, the fees invoiced for other services rendered by other companies using the Deloitte trademark for tax advisory and other services rendered to the Company totalled EUR 123 thousand and EUR 36 thousand, respectively (EUR 352 thousand and EUR 155 thousand in 2013.

94

b) Information on deferral of payment to suppliers Additional provision three. Disclosure requirement in Law 15/2010, of 5 July

In accordance with the provisions of the aforementioned Law, information concerning payments made and outstanding payments at the balance sheet date is given below:

2014 2013

Amount % Amount %

Within the statutory limit 38,347 99.9% 33,528 99.9%

Other 36 0.1% 2 0.1%

Total payments in the year 38,383 100 33,530 100

Average payment period 29 - 26 -

Average payment period (days) exceeded

31 - 29 -

Deferrals at the reporting date exceeding the statutory limit

- - - -

23. EXPLANATION ADDED FOR TRANSLATION TO ENGLISH These financial statements are presented on the basis of the regulatory financial reporting framework applicable to the Company in Spain (see Note 2-a). Certain accounting practices applied by the Company that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.


Appendix to the notes to the 2014 financial statements


This appendix form

s an integral part of Note 8 to the 2014 financial statem

ents, with which it should be read.

Figures are translated into a currency other than the euro at the exchange rate on the balance sheet date.

95

Direct shareholdings in Group companies and associates

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Abertis

Infraestructuras

Finance, B.V.

Prins

bernhardptin,

200 1097JB

Amsterdam

(Netherlands)

Financial services

Deloitte

2,000

100.00%

18

(27,032)

370

-

Toll road operations

Abertis

Motorways UK,

Ltd. (1)

Hill House, 1

Little New

Street, London

EC4A 3TR

United

Kingdom

Holding company

Deloitte

15,421

100.00%

12,839

5,567

920

-

Abertis

Infraestructuras

Chile Limitada

(Abertis Chile)

(1)

Rosario Norte

Nº 407, Las

Condes,

Santiago,

Chile

Toll road operator

Deloitte

39,133

100% (2)

36,947

(8,235)

(8,445)

-

Abertis

Infraestructuras

Chile Limitada

Dos (Abertis

Chile Dos) (1)

Rosario Norte

Nº 407, Las

Condes,

Santiago,

Chile

Toll road operator

Deloitte

29,350

100% (2)

24,460

(10,938)

(6,601)

-




This appendix form




96

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Abertis

Infraestructuras

Chile Limitada

Tres (Abertis

Chile Tres) (1)

Rosario Norte

Nº 407, Las

Condes,

Santiago,

Chile

Toll road operator

Deloitte

29,350

100% (2)

24,460

(10,938)

(6,632)

-

Abertis USA

Corp.(1)

1737 H Street

NW, 2nd floor,

Washington

DC 20006

Development and

management of

transport and

communication

infrastructure

- 399

100.00%

422

312

46

-

Abertis

Autopistas

España, S.A.

Av. Parc

Logístic, 12- 20

08040

Barcelona

Study, development

and construction of

civil infrastructure

Deloitte

551,477

100.00%

551,000

55,374

398,094

203,832

Societat

d’Autopistes

Catalanes,

S.A.U.

Av. Parc

Logístic, 12- 20

08040

Barcelona

Construction,

maintenance and

operation of toll

road concessions

- 60

100.00%

60

- (781)

-

Abertis México,

S.L.

Av. Parc

Logístic, 12-20

08040

Barcelona

Construction,

maintenance and

operation of toll

road concessions

- 3

100.00%

3

20

27

-

Gestión Integral

de Concesiones

S.A.(GICSA)

Av. Parc

Logístic, 12-20

08040

Barcelona

Infrastructure

administration and

management

Deloitte

60

100.00%

60

91

17

-




This appendix form




97

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Autopistas de

Puerto Rico y

Compañía, S.E.

(APR

) (1)

Montellanos

Sector

Embalse San

José San Juan

de Puerto Rico

00923 (Puerto

Rico)

Infrastructure

concession operator

Deloitte

20,169

100.00%

1,238

(70,426)

2,688

-

Inversora de

Infraestructuras

S.L. (INVIN)

Av. Parc

Logístic, 12-20

08040

Barcelona

Holding company

Deloitte

491,194

57.70%

112,626

35,170

2,515

1,221

Infraestructuras

Americanas,

S.L.U.

Ciudad Grupo

Santander,

Avda

Cantabria s/n

Boadilla del

Monte

(Madrid)

Managem

ent and

administration of

equity securities of

non-resident

entities

Deloitte

256,158

100.00%

3,046

68,928

(11,974)

-

Concesionaria

Vial de los

Andes, S.A.

(COVIANDES)

(1)

Avenida calle

26 59-41. Piso

9 (edificio

CCI). Santafé

de Bogotá

(Colombia)

Infrastructure

concession operator

Other

auditors

18,564

40.00%

9,496

2,974

42,418

19,102




This appendix form




98

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Autopistas del

Sol, S.A.

(AUSOL) (1)

Ruta

Panam

ericana;

2451

Boulogne

(B1609JVF)

Buenos Aires

(Argentina)

Toll road operator

Other

auditors

- 31.59%

8,600

(32,826)

5,469

-

Abertis

Overseas UK

Limited

TBI Home 72-

104 Frank

Lester W

ay –

Luton –

Bedforshire –

United

Kingdom

LU9NQ

Holding company

- -

100.00%

- -

- -

Holding

d’Infrastructures

de Transport,

S.A.S

30, Boulevard

Gallieni 92130

Issy-les-

Moulineaux,

France

Holding company

Deloitte

888,567

52.55%

1,512,268

211,694

164,291

59,294

Abertis USA

Holding LLC

1737 H Street

NW, Suite 200

Washington

DC, 20006

Dorm

ant

- -

100.00%

- -

- -




This appendix form




99

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Constructora de

Infraestructura

Vial, S.A.S. (1)

Avenida calle

26 59-41. Piso

9 (edificio

CCI). Santafé

de Bogotá

(Colombia)

Construction

Other

auditors

8

40.00%

17

(11,710)

25,723

11,229

Autopistas

Metropolitanas

de Puerto Rico,

LLC (1)

361 San

Francisco

Street. San

Juan, Puerto

Rico 00901

Toll road operator

Other

auditors

180,162

45.00%

322,540

(40,567)

(16,312)

-

Sociedade para

Participações

em

Infraestrutura,

S.A. (1)

Rua Joaquim

Floriano, 913

6º Andar -

CEP 04534-

013 - São

Paulo / SP

Operation of

concessions

Deloitte

- 51.00%

4,504

(3,703)

(1,845)

-

Partícipes en

Brasil, S.L.

Av. Parc

Logístic, 12-20

08040

Barcelona

Holding company

Deloitte

748,791

51%

41,093

254,227

50,825

22,106

Telecommunications:

Abertis Telecom

Terrestre, S.L.

Av. Parc

Logístic, 12-20

08040

Barcelona

Telecommunications

services

Deloitte

408,731

100.00%

57,921

350,317

(2,618)

48,251




This appendix form




10

0

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Abertis Telecom

Satélites, S.A.

Av. Parc

Logístic, 12-20

08040

Barcelona

Telecommunications

services

Deloitte

193,924

100.00%

242,082

48,432

11,860

40,000

Abertis

Satélites, S.A.

Ps de la

Castellana

141, 16ª

Edificio IV,

28046 Madrid

Operation of

satellite

communications

system

s

Deloitte

60

100.00%

60

(5)

(1)

-

APD

C

Participações,

S.A.

Avda

Presidente

Juscelino

Kubitschek,

1455. 9º

andar. Itaim

Bibi. São

Paulo 04543-

011

Operation of

concessions

Deloitte

- 100.00%

810

(52)

(382)

-

Airports:

Abertis Airports,

S.A.U.

Av. Parc

Logístic, 12-20

08040

Barcelona

Airport

development,

construction,

management and

operation

Deloitte

24,704

100%

6,120

(1,391)

86,831

-




This appendix form




10

1

Company

Registered

office

Activity

Auditors

Shareholding

Dividends

received

Carrying amount

%

Share

capital

Reserves (*)

(after deducting

interim dividend)

Profit (loss) for

the year

Airport

Concession and

Development

Limited (ACDL)

(1)

TBI House 72-

104 Frank

Lester W

ay

London Luton

Airport Luton-

Bedfordshire

LU2 9NQ

Holding company

Deloitte

2,695

90.00%

- 47,923

(1,320)

-

TBI Overseas

Holdings Inc

c/o

Corporation

Service

Company,

2711

Centreville

Road, Suite

400,

Wilm

ington,

Delaw

are,

19808, USA

Holding company

Deloitte

367

100%

- -

- -

3,901,347

405,035




This appendix form




10

2

Indirect shareholdings

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Through Abertis Autopistas España:

Autopistas, C.E.S.A.

(ACESA)

Avda. Parc Logístic

12-20 08040

Barcelona

Toll road operator

Deloitte

100.00%

Abertis

Autopistas

España, S.A.

319,489

(273,710)

397,020

Autopistas AUMAR,

S.A.C.E. (AUMAR)

Paseo de la

Alameda, 36,

Valencia

Toll road operator

Deloitte

100.00%

Abertis

Autopistas

España, S.A.

213,596

151,859

77,031

Iberpistas, S.A.C.E.

Autopista AP-6

PK57 San Rafel

Segovia

Toll road operator

Deloitte

100.00%

Abertis

Autopistas

España, S.A.

53,000

149,251

(10,644)

Grupo

Concesionario del

Oeste, S.A. (GCO)

(1) y (4)

Ruta Nacional nº7,

km25,92 Ituzaingó

(Argentina)

Toll road operator

Other auditors

48.60%

Acesa

29,140

(14,247)

4,141

Autopista Terrassa-

Manresa,

Concessionària de

la Generalitat de

Catalunya, S.A.

(AUTEMA)

Autopista C-16, km

41. Barcelona

Toll road operator

Other auditors

23.72%

Acesa

83,411

368,123

47,194

Ciralsa, S.A.C.E.

Av. Maisonnave, 41

Alicante

Toll road operator

Other auditors

25%

Aumar

50,167

(271,904)

(51,284)

Castellana de

Autopistas,

S.A.U.C.E.

Autopista AP-6

PK57 San Rafel

Segovia

Toll road operator

Deloitte

100.00%

Iberpistas

98,000

60,905

(10,132)




This appendix form




10

3

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Autopistas de León,

S.A.C.E. (AULESA)

Villadangos del

Páramo. Ctra. Santa

María del Páramo.

León

Toll road operator

Deloitte

100.00%

Iberpistas

34,642

(2,521)

(2,064)

Autopistas Vasco-

Aragonesa,

C.E.S.A. (AVASA)

Barrio de

Anuntzibai, s/n

48410 Orozco.

Vizcaya

Toll road operator

Deloitte

100.00%

Iberpistas

237,095

27,175

23,526

Autopista Trados-

45, S.A. (TRADOS-

45)

Ctra. M-203 P.K.

0.280. Madrid

Toll road operator

Deloitte

50.00%

Iberpistas

21,039

33,884

14,124

Alazor Inversiones,

S.A.

Carretera M-50, Km

67,5 Area de

Servicio la Atalaya

Villaviciosa de

Odón. Madrid

Holding company

Deloitte

35.12%

Iberpistas

223,600

(97,792)

(23,565)

Infraestructuras y

Radiales, S.A.

(IRASA)

Carretera M-100

Alcalá de Henares a

Daganzo Km 6,3

28806 Alcalá de

Henares

Infrastructure

administration and

management

Deloitte

30.00% (5)

Iberpistas /

Avasa

11,610

(4,326)

(32,501)

M-45 Conservación,

S.A.

Ctra. M-203 P.K.

0.280. Madrid

Toll road upkeep and

management

Deloitte

25.00%

Trados 45

553

- -

Accesos de Madrid,

C.E.S.A.

Carretera M-50, Km

67,5 Area de

Servicio la Atalaya

Villaviciosa de

Odón. Madrid

Toll road operator

Deloitte

35.12%

Alazor

Inversiones

223,600

(92,792)

(23,565)




This appendix form




10

4

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Autopista del

Henares, S.A.C.E.

(HENARSA)

Carretera M-100


Daganzo Km 6,3

28806 Alcalá de

Henares

Toll road operator

Deloitte

30.00% (5)

Infraestructuras

y Radiales

96,700

(10,512)

(40,221)

Erredosa

Infraestructuras,

S.A. (ERREDOSA)

Carretera M-100


Daganzo Km 6,3

28806 Alcalá de

Henares

Infrastructure

administration and

management

Deloitte

30.00% (5)

Infraestructuras

y Radiales

61

(21)

(2)

Areamed 2000,

S.A.

Avda. Diagonal,

579-587 Barcelona

Service-area

operations

Other auditors

50.00%

Abertis

Autopistas

España

2,070

10,188

497

BIP & Drive, S.A.

Paseo de la

Castellana, 95,

Torre Europa,

planta 16- 28046

Madrid

Selling of tags

Deloitte

50.00%

Abertis

Autopistas

España

306

2,786

(1,203)

Through Societat d'Autopistes Catalanes:

Autopistes de

Catalunya, S.A.

(AUCAT)


12-20 08040

Barcelona

Toll road operator

Deloitte

100.00%

Societat

d’Autopistes

Catalanes, S.A.

sociedad

unipersonal

83,411

368,123

34,528




This appendix form




10

5

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Infraestructures

Viàries de

Catalunya, S.A.

(INVICAT)


12-20 08040

Barcelona

Toll road operator

Deloitte

100.00%

Societat

d’Autopistes

Catalanes, S.A.

sociedad

unipersonal

92,037

(4,821)

40,312

Túnels de

Barcelona i Cadí

concesionaria de la

Generalitat de

Catalunya, S.L.

C. de Vallvidrera a

San Cugat BV- 1462

Km 5,3 Barcelona

Toll road operator

Deloitte

35%

Infraestructuras

Viàries de

Catalunya, S.A.

60

95,822

8,700

Through Abertis Motorways UK Ltd (1):

Road Managem

ent

Group (RMG)

Fifth Floor 100

Wood Street London

EC2V 7 EX

(England)

Toll road operator

Other auditors

33.33%

Abertis

Motorways Uk

Limited

29,432

(10,081)

4,586

Through Abertis Overseas UK Limited:

Abertis (Australia)

Hold, Pty L.

Level 27, AMP

Centre 50 Bridge

Street Sydney NSW

2000, Australia

Holding company

- 100.00%

Abertis Overseas

UK Lim

ited

- -

-

Abertis Netherlands

B.V.

Prins Bernhardplein

200, 1097JB

Amsterdam -

Postbus 990,

1000AZ Amsterdam

Holding company

- 100.00%

Abertis Overseas

UK Lim

ited

- -

-




This appendix form




10

6

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Through Abertis Infraestructuras Chile (1):

Abertis Autopistas

Chile Ltda.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Holding company

Deloitte

100.00%

Abertis Chile/

Abertis Inf. Chile

Dos / Abertis Inf.

Chile Tres

438,145

(62,195)

19,146

Abertis Autopistas

Chile II

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

100.00%

Abertis Chile/

Abertis Inf. Chile

Dos / Abertis Inf.

Chile Tres

87

(30)

(15)

Gestora de

Autopistas, S.A.

(GESA)

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

100.00%

(6)

Abertis

Autopistas Dos/

Abertis

Autopistas Chile

1,232

3,429

1,330

Sociedad

Concesionaria del

Elqui, S.A. (Elqui)

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

100.00%

(7)

Abertis

Autopistas Dos/

Abertis

Autopistas Chile

70,312

166,197

11,237

Sociedad

Concesionaria

Autopista de Los

Andes, S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

100.00%

Abertis

Autopistas Chile/

Abertis

Autopistas III

56,095

(70,550)

7,286

Abertis Autopistas

III, Spa

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Motorway and toll

road development

Deloitte

100.00%

Abertis

Autopistas Chile

147,883

(12,524)

5,857

Operadora de

Infraestructuras de

Transportes

Limitada

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Operator

Deloitte

100.00%

Abertis

Autopistas III/

Abertis

Autopistas Chile

269

(119)

70




This appendix form




10

7

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Infraestructura Dos

Mil, S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Holding company

Deloitte

50.00%

Abertis

Autopistas III

69,065

26,518

11,506

Sociedad

Concesionaria

Autopista Los

Libertadores, S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

50.00%

Infraestructura

Dos Mil/ Abertis

Autopistas III

25,824

14,342

7,205

Sociedad

Concesionaria

Autopista del Sol,

S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

50.00%

Infraestructura

Dos Mil/ Abertis

Autopistas III

31,571

54,676

19,361

Through Inversora de Infraestructuras, S.L. (1):

Ladecon, S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Investment company

Deloitte

100.00%

Invin, S.L./

Inversiones

Nocedal, S.A.

1,146

(16,007)

98

Inversiones

Nocedal, S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Investment company

Deloitte

100.00%

Invin,

S.L./abertis

45,705

(23,798)

3,716

Sociedad

Concesionaria

Autopista Central

San José nº 1145,

San Bernardo,

Santiago

Toll road operator

Other auditors

50.00% (8)

Inversiones

Nocedal/ Invin,

S.L.

94,984

(42,721)

17,314

Through Abertis autopistas de Chile (1):

Operadora del

Pacífico, S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Road m

aintenance,

operation and upkeep

Deloitte

100.00%

(9)

Abertis

autopistas Chile

/Invin, S.L./

Ladecon SA

512

8,239

2,265




This appendix form




10

8

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Sociedad

Concesionaria

Rutas del Pacífico,

S.A.

Rosario Norte Nº

407, Las Condes,

Santiago, Chile

Toll road operator

Deloitte

100.00%

(10)

Abertis

autopistas Chile

/Ladecon SA

81,498

28,374

24,564

Through Holding d’Infrastructures de Transport, S.A.S (1):

SANEF (Sociétes

des Autoroutes du

Nord-Est de la

France)

30, Boulevard

Galliéni 92130 Issy-

les-Moulineaux,

France

Toll road operator

Deloitte

52.55%

Holding

d’Infrastructures

de Transport,

S.A.S

53,090

612,660

330,977

SAPN

(Société des

autoroutes Paris-

Norm

andie)

30, Boulevard


les-Moulineaux,

France

Toll road operator

Deloitte

52.53%

Sanef

14,000

233,397

77,487

Eurotoll

30, Boulevard


les-Moulineaux,

France

Toll transaction

processing

Deloitte

52.55%

Sanef

3,000

2,216

(13,025)

Sanef-its

Operations Ireland

Building Cloushaugh

Business &

Technology Park

Dublin 17 Ireland

Design and

maintenance of toll

operating

infrastructures

Deloitte

52.55%

Sanef

- 2,323

2,272

Santoll, s.r.o.

Strakova, 1 811 01

Bratislava, Slovakia

Toll transaction

processing

Deloitte

52.55%

Sanef

7

7,494

(243)

Sanef Tolling

Priory Park, Bunkers

Hill Abeford, Leeds

LS25 3DF

England

Toll transaction

processing

Deloitte

52.55%

Sanef

- 244

109




This appendix form




10

9

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Sanef Concession

30, Boulevard


les-Moulineaux,

France

Dorm

ant

Deloitte

52.48%

Sanef

- -

-

Sanef Aquitaine

30, Boulevard


les-Moulineaux,

France

Toll road

management and

operations

Deloitte

52.55%

Sanef

500

1,938

383

SEA14

Route de

Sartrouville 78

Montesson, France

Toll road

management and

operations

Deloitte

52.53%

Sapn

37

1,409

503

Bip&Go

30, Boulevard


les-Moulineaux,

France

Distribution of teletoll

devices

Deloitte

52.55%

Sanef

1

(646)

3,262

A’lienor

40, rue de Liège

64000 Pau- France

Toll road operator

Other auditors

18.39%

Sanef

214,000

(81,087)

(25,940)

Alis

Lieu-dit Le Haut

Groth 27310 Bourg-

Achard, France

Toll road operator

Other auditors

10.34%

(11)

Sanef / Sapn

2,850

156,522

62

Routalis S.A.S

11, avenue du

Centre 78280

Guyancourt, France

Managem

ent of land

transport

infrastructure

Other auditors

15.76%

Sapn

40

4

1,043

Sanef ITS

Technologies

22 Avenue Galilée

92350 Le Plessis-

Robinson, France

Toll transaction

processing

Deloitte

52.55%

Sanef

16,644

(4,707)

(303)




This appendix form




11

0

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Sanef ITS

Technologies

America

95 Seaview

Blvd.

Suite 203 Port

Washington NY

11050 - United

States

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

1

(4,121)

(579)

Sanef ITS

Technologies Caribe

Calle Rafel Cordero

#63 Altos- Caguas

00 726 PUERTO

RICO

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

America

1

6,190

(183)

Sanef ITS

Technologies UK

Unit 11- Swan

Business Park

Sandpit Road

DARTFO

RD- DA1-

SED UNITED

KINGDOM

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

159

37

850

Sanef- its

Technologies Chile

El Rosal 4577

Huechuraba

Santiago CHILE

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

994

(727)

497

Sanef ITS

Technologies

Croatia

Lovacki put 1a HR-

21000 Split

CROATIA

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

310

12

326

Sanef ITS

Technologies Polska

c/o KKS Legal Sp.

K. UI. Zurawia, 45

00- 680 W

arsaw

POLAND

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

6

48

(4)

Sanef ITS

Technologies

Ireland

c/o David Ebbs &

co, 31 W

estland

Square, Dublin 2

Ireland

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

10

(49)

150




This appendix form




11

1

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Sanef ITS

Technologies BC

501-3292

Production W

ay

Brunaby, BC V5A

4R4 CANADA

Toll transaction

processing

Deloitte

52.55%

Sanef ITS

Technologies

343

398

136

Trans-Canada Flow

Tolling Inc.

#200-1500

Wooldidge St

Coquitlam, BV

V3K0B8

Toll road

management and

operations

Other auditors

26.28%

Sanef

- 1,826

526

Sanef Operations

Ltd (UK)

Unit 6 Hornbean

Park Hookstone

Road harrogate

North Yorkshire

ENGLAND HG2 8OT

Toll road

management and

operations

Deloitte

52.55%

Sanef

- 558

2,068

Eurotoll Central

Europe zrt

H-1152 Budapest

Szentm

ihalyi ut

137. HUNGARY

Toll transaction

processing

Deloitte

52.55%

Eurotoll

17

246

272

Leonord, S.A.S

Immeuble First Part

Dieu - 2 avenue

Lacassagne - 69003

LYON, France

Managem

ent of

operation contract

Other auditors

18.39%

Sanef

14

- -

Leonord

exploitation, S.A.S

30, boulevard

Gallieni, 92130

Issy-les-

Moulineaux, France

Managem

ent of

operation contract

Deloitte

44.67%

Sanef

34

- -

SE BPN

L (ex

Gallieni

Investissement 2)

30, boulevard

Gallieni, 92130

Issy-les-

Moulineaux, France

Road m

aintenance,

operation and upkeep

Deloitte

52.55%

Sanef

52

- -




This appendix form




11

2

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Through Abertis Telecom Terrestre:

Retevisión I, S.A.

Av. Parc Logístic

12-20. 08040

Barcelona

Telecommunications

infrastructure

operator

Deloitte

100.00%

Abertis Telecom

Terrestre, S.A.

81,270

331,139

39,481

Tradia Telecom,

S.A.

Av. Parc Logístic

12-20. 08040

Barcelona

Telecommunications

infrastructure

operator

Deloitte

100.00%

Abertis Telecom

Terrestre, S.A.

131,488

(2,937)

11,519

Adesal Telecom,

S.L.

Ausias March 20,

Valencia

Construction and

operation of

telecommunications

infrastructure

Deloitte

60.08%

Tradia Telecom,

S.A.

3,228

6,359

1,688

Consorcio de

Telecomunicaciones

Avanzadas, S.A.

(Cota)

C/ Uruguay, parcela

13R, nave 6, Parque

Empresarial

Magalia, Polígono

Industrial Oeste

Services for

telecommunications

concessions

operators

Other auditors

29.50%

Tradia Telecom,

S.A.

1,000

1,629

101

Torre de Collserola,

S.A.

Ctra. Vallvidrera a

Tibidabo, s/n.

Barcelona

Construction and

operation of

telecommunications

infrastructure

Deloitte

41.75%

Retevisión I, S.A.

5,520

855

32

Gestora del

Espectro

Avda. Parc Logístic,

12-20. 08040

Barcelona

Development,

implementation,

management and

marketing of

telecommunications

services

- 100%

Retevisión I, S.A.

3

- -

Abertis Tower, S.A.

Avda. Parc Logístic,

12-20. 08040

Barcelona

Telecommunications

infrastructure

operator

Deloitte

100%

Abertis Telecom

Terrestre

30,000

(4,862)

(3,420)




This appendix form




11

3

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Through Abertis Telecom Satélites:

Hisdesat Servicios

Estratégicos

Paseo de la

Castellana, 143 -

Madrid

Commercialisation of

space systems

Other auditors

24.53%

Hispasat, S.A.

108,174

107,227

24,015

Hispasat, S.A.

Paseo de la

Castellana, 143 -

Madrid

Operation of satellite

communications

system

s Deloitte

57.05%

Abertis Telecom

Satélites, S.A.

121,946

395,519

11,093

Hispasat Brasil Ltda

(1)

Praia do Flamengo,

200. Rio de Janeiro,

Brazil


satellite capacity

Deloitte

57.05%

Hispasat, S.A.

32,631

7,029

4,334

Hispasat Canarias,

S.L.U.

Tomas Miller 47-49,

Las Palm

as de Gran

Canaria

Sale and lease of

satellites and space

capacity

Deloitte

57.05%

Hispasat, S.A.

102,003

87,175

20,841

Hispam

ar Satelites,

S.A. (1)

Praia do Flamengo,

200. Rio de Janeiro,

Brazil


satellite capacity

Deloitte

46.19%

(12)

Hispasat, S.A./

Hispasat Brasil

29,012

240

3,711

Hispam

ar Exterior,

S.L.U.

Gobelas, 41 Madrid

Satellite

telecommunications

Deloitte

46.19%

Hispam

ar

Satélites

21,800

5,814

2,744

Hispasat México

S.A. de CV (1)

Agustín Manuel

Chávez 1 - 001;

Centro de Ciudad

Santa Fe; 01210,

Mexico City

Use of the radio-

electric spectrum,

telecommunication

networks and

satellite

communication

Deloitte

27.95%

Hispasat, S.A.

55

(556)

455

Consultek, Inc. (1)

1550 Cowper st.

Palo Alto

Technical consultancy

services

- 57.05%

Hispasat, S.A.

15

22

-




This appendix form




11

4

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Grupo Navegación

por satélites,

sistem

as y servicios

Isaac New

ton, 1 -

Madrid

Satellite system

s operations

- 8.15%

Hispasat, S.A.

1,026

(91)

-

Through ACDL (1):

TBI Ltd

TBI House 72-104,

Frank Lester Way,

London Luton

Airport, Luton,

Bedfordshire, LU2

9NQ. United

Kingdom

Holding company

Deloitte

90.00%

ACDL

(2,237)

60,874

(12,445)

TBI Airport Holding

Ltd

TBI House 72-104,

Frank Lester Way,

London Luton

Airport, Luton,

Bedfordshire, LU2

9NQ. United

Kingdom

Holding company

Deloitte

90.00%

TBI Ltd

(2)

2

-

TBI (US) Holdings

Ltd

TBI House 72-104,

Frank Lester Way,

London Luton

Airport, Luton,

Bedfordshire, LU2

9NQ. United

Kingdom

Holding company

Deloitte

90.00%

TBI Ltd

- -

-




This appendix form




11

5

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

TBI (US) Inc

2711 Centreville

Road, Suite 400,

Wilm

ington,

Delaw

are 19808,

USA

Holding company

Deloitte

100.00%

TBI Overseas

Holdings Inc

- -

-

TBI Overseas

(Bolivia) LLC

2711 Centreville

Road, Suite 400,

Wilm

ington,

Delaw

are 19808,

USA

Holding company

Deloitte

100.00%

TBI (US) LLC

- -

-

TBI Overseas (UK)

LLC

c/o Corporation

Service Company,

2711 Centreville

Road, Suite 400,

Wilm

ington,

Delaw

are, 19808,

USA

Consulting services

Deloitte

90.00%

TBI Overseas

Holdings Inc

- -

-

Through Abertis Airports

Desarrollo de

Concesiones

Aeroportuarias, S.L.


12-20 08040

Barcelona

Airport m

anagem

ent

and operations

Deloitte

100%

Abertis Airports

45,000

(66,991)

81,908

MBJ Airports, Ltd

(1)

Sangster

International Airport

00000 Montego

Bay- Jamaica

Airport m

anagem

ent

and operations

Deloitte

74.50%

DCA

7

56,967

9,543

Through Partícipes en Brasil (1):




This appendix form




11

6

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

PDC Participações,

S.A.

Rua Joaquim

Floriano, 913 6º

Andar- CEP 04534

013- São Paulo/ SP

Operation of

concessions

Deloitte

51%

Partícipes en

Brasil, S.L.

834

(366)

(385)

Arteris Brasil, S.A.

Rua Joaquim

Floriano, 913 6º

Andar- CEP 04534

013- São Paulo/ SP

Holdings in non-

financial institutions

Deloitte

35.34%

Partícipes en

Brasil, S.L.

311,017

57,113

139,877

Autovías, S.A.

Rodovia

Anhanguera- SP

330 Km 312,2-

Pista Norte- CEP

14079-000 Ribeirão

Preto (city) – SP

(state)

Construction and

operation of toll

roads in São Paulo

(Brazil)

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

43,457

(18,002)

31,880

Centrovias

Sistemas

Rodoviários, S.A.

Rodovia Washington

Luis, KM 216,8 -

Pista Sul - CEP

13530-000 -

Itirapina - SP

(Brazil)

Construction and

operation of toll

roads in São Paulo

(Brazil)

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

27,579

(22,354)

37,418

Concessionária de

Rodovias do Inerior

Paulista, S.A.

Rodovia

Anhanguera - SP

330 - Km 168 -

Pista Sul - Jardim

Sobradinho – CEP

13601-970 Araras.

SP (Brazil)

Construction and

operation of toll

roads in São Paulo

(Brazil)

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

39,947

(26,507)

44,542




This appendix form




11

7

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Vianorte, S.A.

Rodovia Atílio Balbo

- SP 322 - km 327,5

- Praça Pedágio -

Sertaozinho - SP -

CP 88 - CEP -

14173 - 000.

(Brazil)

Construction and

operation of toll

roads in São Paulo

(Brazil)

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

39,722

(19,639)

30,268

Autopista Planalto

Sul, S.A.

Afonso Petschow

no. 4040 - Bairro

Industrial - Rio

Negro - CEP 83880-

000 – Brazil

Construction and

operation of toll

roads

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

86,824

(17,129)

(3,900)

Autopista

Fluminense, S.A.

Avda.São Gonçalo,

nº 100, un 101

Bairro Boa Vista -

São Gonçalo

Shopping - RJ - CEP

24466-315 (Brazil)

Construction and

operation of toll

roads

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

74,171

6,275

3,062

Autopista Fernão

Dias, S.A.

Rodovia BR-381,

km 850,5 - Pista

Norte - CEP 37550-

000 - Bairro

Ipiranga - Pouso

Alegre - MG (Brazil)

Construction and

operation of toll

roads

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

119,993

(25,745)

(7,710)

Autopista Régis

Bittencourt, S.A.

Rodovia SP 139, nº

226, Bairro São

Nicolau - CEP

11900-000 -

Registro - SP

(Brazil)

Construction and

operation of toll

roads

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

119,176

28,575

2,975




This appendix form




11

8

Company

Registered office

Activity

Auditors

%

Indirect

interest

Company

holding the

indirect

interest

Share capital

Reserves (*)

(after deducting

interim dividend)

Profit for the

year

Autopista Litoral

Sul, S.A.

Avenida Santos

Dumont, nº 935 -

Edifício Neogrid -

Bairro Santo

Antônio - CEP

89218-105 -

Joinville - SC

(Brazil)

Construction and

operation of toll

roads

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

107,201

(7,570)

(1,726)

Latina Manutenção

de Rodovias Ltda.

Rodovia

Anhanguera - SP

330 km 312,2 -

Pista Norte – CEP

14079-000 Ribeirão

Preto – SP.

Construction and

repair of toll roads in

São Paulo (Brazil)

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

671

13,092

(257)

Latina Sinalização

de Rodovias, S.A.

Rodovia

Anhanguera - SP

330 km 312,2 -

Pista Norte – CEP

14079-000 Ribeirão

Preto – SP.

Toll road upkeep and

repair

Deloitte

(**)/Other

auditors

35.34%

Arteris Brasil,

S.A.

92

3,410

1,181

(*) Includes valuation adjustments and excludes non-controlling interests.

(**) Deloitte perform

s the audit of the consolidation package under EU-IFR

Ss.

(1) Disclosures under IFRSs.

(2) Shareholding of Abertis: 100%. Direct 99.99%; indirect through GICSA 0.01%.

(3) The shares of Ausol are listed on the Buenos Aires Stock Exchange. The average m

arket price for the last quarter of 2014 was ARS 5.33. At year-end, the m

arket

price was ARS 5.50. 49.9% of the voting rights are held. Shareholding fully provisioned at 31 December 2014.




This appendix form




11

9

(4) The shares of GCO are listed on the Buenos Aires Stock Exchange. The average m

arket price for the last quarter of 2014 was ARS 3.59. At year-end, the market

price was ARS 3.20. 57.6% of the voting rights are held.

(5) Indirect shareholding of Abertis: 30%. Indirect through Iberpistas, S.A.C.E: 15% and Avasa: 15%.

(6) Indirect shareholding of Abertis: 100%. Indirect through Abertis autopistas Chile: 99.91% y Abertis autopistas Chile II: 0.09%.

(7) Indirect shareholding of Abertis: 100%. Indirect through Abertis autopistas Chile: 99.94% y Abertis autopistas Chile II: 0.06%.

(8) Shareholding of Abertis: 50.00%. Indirect through Invin, S.L.: 25.00% and through Inversiones Nocedal, S.A.: 25.00%.

(9) Indirect shareholding of Abertis: 100.00%. Indirect through Abertis autopistas Chile: 50.00%, Invin, S.L.: 47.73% and Ladecon, S.A.: 2.27%.

(10) Indirect shareholding of Abertis: 100.00%. Indirect through Abertis autopistas Chile: 50.00% and Ladecon, S.A.: 50%.

(11) Indirect shareholding of Abertis: 10.34%. Indirect through Sanef: 6.13% and Sapn: 4.21%.

(12) Shareholding of Abertis: 46.19%. Indirect through Hispasat Brasil Ltda.: 39.09% and Hispasat, S.A.: 7.10%.


Directors’ Report for 2014

120

Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

ABERTIS INFRAESTRUCTURAS, S.A. DIRECTORS' REPORT FOR 2014 1. INFORMATION REQUIRED UNDER ARTICLE 262 OF THE

SPANISH LIMITED LIABILITY COMPANIES LAW Abertis Infraestructuras, S.A. (Abertis) is the Parent of a business group that provides services in the area of infrastructure management for mobility and communications, and operates in the toll roads and telecommunication infrastructure sectors. Significant events

For the Spanish economy, following several years of economic downturn, 2014 marked a turning point on the path to recovery, while in France, Brazil and Chile the year brought growth. Abertis continued to focus its efforts on very selective growth through transactions to consolidate and strengthen its position in companies in which it is already an investee (as was the case with the takeover of Metropistas and the bolstering of its controlling position in I2000 and Invin). It also focused on reining in its operating costs and the costs of its investments, in order to improve management through increased efficiency. The major strategic lines that in recent years have continued to delimit the Group’s activities and initiatives (growth, profitability, sustainability and services) are continually being adapted to changes in the environment in which the Group operates. In keeping with these strategic considerations, and as part of its effort to focus on the activity of toll roads and telecommunications (as detailed Note 8), in 2014 work continued to complete the process of divestment from the airport sector started in 2013. At the end of January 2014, the Group finalised the sale of Codad (a company operating the concession arrangement for the construction and maintenance of the second runway and maintenance of the first runway at El Dorado Airport in Bogota); at the end of May it finalised the sale of the remaining 16.67% of Aerocali (a company that operates the concession for Alfonso Bonilla airport in Cali, Colombia); and at year-end it finalised the sale of its 33.33% interest in Aeropuertos Mexicanos del Pacífico (AMP), a company through which



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Abertis held a 5.80% interest in the Grupo Aeroportuario Pacífico, S.A.B. de C.V. (GAP) subgroup. The most significant events in 2014 were as follows: • The operations and aggregates of the toll roads sector were boosted by

the acquisition earlier in 2014 of an additional 6% interest in Autopistas Metropolitanas de Puerto Rico, LLC (Metropistas), as a result of which Abertis now has control of that company with a 51% interest.

Similarly, under the above framework of actions designed to consolidate and strengthen the Group's position as a controlling shareholder with an industrial role, in February it acquired an additional 8.59% of the share capital of Infraestructura Dos Mil, S.A. (I2000).

Along the same line, in September 2014 the Group completed its acquisition of 100% of Infraestructuras Americanas, S.L.U., which holds 42.3% of Inversora de Infraestructuras, S.L. (Invin). In any case, this is a sector in which we continue to make progress in expanding capacity. Accordingly, in the first half of 2014, as part of the project to extend the AP-7 in Girona, Acesa commissioned two new branch roads to complete the Figueres Norte link between the AP-7 toll road and the N-II motorway, thereby facilitating and enabling certain routes and connections between both infrastructures that were previously not possible. In addition, during the year the company completed construction work on the new Vilademuls link road, which, through the AP-7, is the last stage of the Girona ring road project. It was put into operation with its definitive configuration at the end of 2014. With the inauguration of Vilademuls, Abertis completed all work on the project to widen the AP-7 toll road, which involved the addition of a third lane along a total of 78 kilometres in the Girona region, and was executed over a total of 125 kilometres between La Jonquera and Vilaseca-Salou (Tarragona), thereby increasing the toll road's capacity and improving service conditions for users of the AP-7. As regards the AP-7 Agreement, the Ministry of Public Works recently informed Acesa of the existence of a non-binding report of the Government Advisory Council on certain differences of interpretation already put forward in the Government review of 2011. As of today the Ministry has not yet made any announcement. It should be noted that the aforementioned review contradicts the opinion of the Government Advisory Council itself given in 2006, that of the Spanish State Legal



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Service of 2014, various opinions of prestigious legal experts, the opinion of the statutory auditors and the acts of the Government itself up to 2010. Therefore, Acesa and Abertis continue to hold the legal arguments that it has always held vis-à-vis the Ministry of Public Works. Efforts are also under way to improve the commercial services offered to toll road users through sales policies that offer discounts to both light and heavy vehicles in order to reward the most loyal customers and attract new users to the toll roads. Moreover, as part of its cost optimisation and efficiency plan, the Group has continued to implement a modernisation plan that began in 2012. The plan seeks to introduce new automatic payment systems in Spain's toll road system in order to ensure the Group's competitiveness and adjust its resources to lower traffic levels, while putting it on the same footing, in terms of technology and level of service, as the best concession operators in the world.

Furthermore, the Sanef subgroup continues to work on improving its toll road network. In this regard, the European Commission adopted the “Plan Relance” in October 2014 for French toll roads under which concession operators offer to improve their toll road networks in exchange for an extension of the concession arrangements signed in 2004 (2 years for Sanef and 3 years and eight months for Sapn).

Similarly, in 2014 the new toll payment system has entered into operation at the Dartford Crossing, one of the main access points to the city of London, following the appointment in late 2013 of the French subgroup Sanef ITS Technologies to execute the design, installation and management thereof for a period of seven years, which may be extended for an additional three years.

Furthermore, in 2015 Sanef will begin to operate the Boulevard Périphérique Nord de Lyon (BNPL), a toll road measuring 10 kilometres with four tunnels and a viaduct, for a period of 20 years. The Arteris subgroup continues to carry out work on extending and upgrading the toll roads, as set forth in the respective concession arrangements (especially in the case of the concessions overseen by the federal government, with the addition of lanes on the Litoral Sul and Fernão Dias roads and the construction of link roads on the Régis Bittencourt and Fluminense roads).



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The sector has continued to conduct research on best practices, which are later implemented, to ensure the provision of a quality, differentiated service for its customers and users in such areas as dynamic tolling, signage and motorway management, noticeably improving driving speeds and safety.

• In the telecommunications infrastructure sector, following Abertis Telecom Terrestre's entry into the mobile infrastructure management market at the end of 2012, the Group continues to work towards further expanding its presence in the market for this type of telecommunications infrastructure. In this regard, the terrestrial telecommunications business in 2014 has clearly benefited from the purchase at the end of 2013 of 1,211 mobile telephone towers, as well as a further 530 towers in January 2014 and an additional 113 towers in June, all in the context of the framework agreement reached in 2013 with Telefónica and Yoigo, which was settled by the parties through the sale and purchase of these 1,854 mobile telephone towers for a total of EUR 183 million.

In addition to the above, in November 2014 an additional 1,090 towers were added to the portfolio for a total of EUR 154 million, in the context of the new framework agreement reached in July 2014 with Telefónica, which could eventually lead to the purchase of approximately 2,120 mobile telephone towers for an approximate total of EUR 300 million. In this respect, in January 2015, an additional purchase of 300 mobile telephone towers for EUR 43.5 million was finalised. In late May, the company completed its acquisition from Atlantia of 100% of the share capital of the Italian company TowerCo (which currently manages 321 towers in total along Atlantia's toll road network, providing co-location services to mobile operators) for a total of EUR 95 million. Lastly, as already announced on 30 October 2014 Abertis is continuing to examine the possibility of the admission to listing in the first half of 2015 —subject to market conditions— of Abertis Telecom Terrestre, S.A.U., a wholly-owned subsidiary. As a result, Abertis Telecom Terrestre will see its position enhanced as a key player in streamlining the use of fixed and mobile telecommunications infrastructures in Spain, while at the same time, in the context of the previously mentioned selective growth strategy, this will enable it to move forward with the operational and geographic diversification of its business, allowing it to develop new business opportunities to share the infrastructure necessary in the deployment of the fourth generation of mobile telephone services.



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The sector has continued to move forward with research on and the introduction of technical upgrades both for providing digital terrestrial television (DTT) in Spain and for distributing audiovisual content over the Internet and mobile networks (television by mobile phone). Ultra High Definition (UHDTV) or 4K DTT broadcasts with 50 images per second were successfully carried out, which constitutes one of the first of these types of transmissions in Europe using this system, as well as providing radio communications services for public security and emergency networks. Among the Group's contributions to developing solutions aimed at establishing smart cities, notable was the presentation at the Mobile World Congress 2014 of a pioneering model in Spain for the integrated management of urban communications infrastructures.

In the field of satellite telecommunications infrastructure, the year's activity was clearly affected by the impact of the acquisition in late 2013 of an additional 16.42% of Hispasat, leading to its takeover. This company has been fully consolidated since November 2013 (for comparison purposes, until that time, following the implementation in 2014 of the new IFRS 11, this 40.63% interest had been accounted for using the equity method).

Furthermore, through its shareholding in Hispasat, the Group continues to work on expanding its satellite capabilities, having launched in 2014 the Amazonas 4A satellite to strengthen its foothold in Latin America. Lastly, it should be noted that, continuing with the strategy of focusing and optimising its asset portfolio, in the first half of 2014, 5.01% of the share capital of Eutelsat, which was still held by Abertis Telecom Satélites at year-end 2013, was sold. This led to the sale of 11,027,890 Eutelsat shares for EUR 274 million.

Activity and results

The financial statements of Abertis reflect the results of its investment activity and activity as the Parent of the Group, from the standpoint of both the balance sheet (investments and financing) and the income statement (contributions through dividends from the various companies and borrowing and structural costs). The balance sheet of Abertis is made up basically of its investee portfolio as well as the financing required for acquiring its investees through



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shareholders’ equity and debt. Because of the nature of its investment activity, Abertis is exposed to certain financial risks: foreign currency risk, credit risk, liquidity risk, cash flow interest rate risk. The Group’s global risk management programme takes into account the uncertainty of the financial markets and tries to minimise potentially adverse effects on the overall profitability of the Group by establishing financing and hedging policies in line with each type of business. In practice, this continues to translate into a sound financial structure, with a high average debt maturity and a high percentage of debt at fixed rates or at rates fixed through derivative financial instruments so as to greatly minimise any possible effects of credit market tension. In 2014 the following operation performed by Abertis is worthy of note: • Bond issues placed with qualified investors, in the amount of EUR 350

million, with an annual coupon of 3.125% and a maturity of between 10 and 12 years. These bond issues are notable for their highly competitive coupons (at the time they had a lower cost than Spanish Treasury yields), with unusually long terms on the capital markets of Spanish companies.

The following refinancing operation for bonds issued in previous years should also be noted:

• A bond issue in the amount of EUR 700 million maturing on 27 February 2025, with a coupon of 2.5%, which was fully underwritten and swapped by a financial institution with a portion of the bonds issued by Abertis in 2007 and 2009, the nominal value of which was also EUR 700 million (EUR 485 million corresponding to bonds maturing in 2016 and with a coupon of 4.625% and EUR 215 million corresponding to bonds maturing in 2017 and with a coupon of 5.125%). After the swap was carried out, the bonds acquired by Abertis were redeemed and cancelled by Abertis.

The income statement basically reflects the transfer of the profits generated by the Group’s various companies through the dividend policy, finance income and finance costs and the costs deriving from the corporation's structure. As is described in Note 17, as a result of the approval of Corporate Income Tax Law 27/2014, of 27 November, Abertis re-evaluated its deferred tax liabilities in connection with the gains obtained on the transfer of the



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concession operators in 2011 in accordance with the assumptions set forth therein with regard to the transfer of shares. In addition, the aforementioned Law also modifies tax rates; hence, Abertis proceeded to adjust the value of its deferred tax assets and liabilities at 31 December 2014. Consequently, a net amount of EUR 392 million, recognised as income in the accompanying income statement and notes, was reversed. On the basis of the foregoing, 2014 profit totalled EUR 718 million, an increase of 12% over 2013. This in turn allows Abertis to reaffirm its commitment to its shareholder remuneration policy. Shareholder remuneration

As in prior years, in 2014 Abertis maintained a shareholder remuneration policy that combines the payout of a per-share dividend with bonus issues of one share for every 20 shares held. Accordingly, on 1 April 2014 the General Shareholders' Meeting agreed to a bonus issue (carried out in May) and to the payment of a final dividend on 2013 profit of EUR 0.33 gross per share, which was paid in April 2014. Furthermore, the Board of Directors of Abertis adopted a resolution to propose to the shareholders at the Annual General Meeting the distribution of a final dividend of EUR 0.33 gross per share against 2014 profit. The maximum total dividend charged to 2014 profit will therefore be EUR 592.9 million, considering the EUR 0.33/share interim dividend already paid, 5% higher than the total dividend paid against income the previous year. Outlook

Continuing to work within the framework of the Group's basic lines of action and focusing, among others, on selective international growth, in 2015 Abertis will continue to analyse investment and growth opportunities that comply with the strict security and profitability requirements that the Group applies to its investment portfolio, with a particular focus on opportunities in toll roads at the international level. The balance among its overall investments in terms of maturity and profitability as well as geographic and industry-related diversification, and the maintenance or improvement of the position of the various business



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units, should thus ensure that all the units make a sustained, positive contribution, allowing the Group to continue with its shareholder remuneration policy. In addition, Abertis expects to continue to identify new operational efficiencies (having already started a new operational optimisation plan for the 2015-2017 period), thereby strengthening its balance sheet and financial position, as well as optimising its investment portfolio. Nevertheless, there is a degree of uncertainty regarding interest rates (during the year, especially the first half of the year, benchmark rates —essentially the Euribor— remained stable). In any event, the current economic and financial uncertainty (and its potential impact on finance costs) makes the Group’s hedging policies described above all the more important. No new risks or uncertainties are expected other than those noted above that are inherent to the business or those indicated in the 2014 financial statements. Nonetheless, the Group has strived and will continue to strive to optimise its management so as to have greater control over operating costs and investments, bearing in mind the new scenario and economic outlook for 2015.

Use of financial instruments

In 2014 and 2013, Abertis abided by the financial instrument use policy described in Note 10 to the accompanying financial statements.

Research and development

The Company has not carried out any research and development activities.

Treasury shares

Pursuant to the authorisation approved by the General Shareholders’ Meeting, at year-end the Company held 9,425,121 treasury shares (1.05% of its share capital). The use of these treasury shares has not been decided and will depend on resolutions to be taken by the Group's governing bodies in the future. The transactions carried out during the year with treasury shares are specified in Note 13 to the accompanying financial statements.



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Other matters

It is Group policy to pay maximum attention to environmental protection and conservation, and each investee adopts measures to minimise the environmental impact of the infrastructure that it manages and ensure the maximum degree of integration into the surrounding area.

Subsequent events There have been no significant events subsequent to those indicated in Note 21 to the accompanying financial statements. 2. ANNUAL CORPORATE GOVERNANCE REPORT

The 2014 Annual Corporate Governance Report and its appendix, the 2014 Functions and Activities Report of the Audit and Control Committee, presented by the Board of Directors of Abertis Infraestructuras, S.A., are set forth below on 68 pages, numbered 1 to 68.

*************** Barcelona, 17 February 2015

APPENDIX I

ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED COMPANIES

ISSUER’S PARTICULARS

FINANCIAL YEAR END 31/12/2014

COMPANY TAX ID NO. (CIF): A-08209769

CORPORATE NAME

ABERTIS INFRAESTRUCTURAS, S.A.

REGISTERED OFFICE AVENIDA DEL PARC LOGISTIC, 12-20 (ZONA FRANCA), BARCELONA

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ANNUAL CORPORATE GOVERNANCE REPORT

FOR LISTED COMPANIES

A OWNERSHIP STRUCTURE

A.1 Complete the following table on the company’s share capital.

Date of last modification Share capital (€) Number of shares Number of voting rights

05/06/2014 2,694,915,126.00 898,305,042 898,305,042

Indicate whether different types of shares exist with different associated rights:

Yes No X

A.2 List the direct and indirect holders of significant ownership interests in your organisation at year-end, excluding directors.

Name or corporate name of shareholder Number of direct

voting rights Number of indirect

voting rights % of total voting

rights

INMOBILIARIA ESPACIO, S.A. 0 170,116,436 18.94%

TRÉBOL HOLDINGS, S.A.R.L. 0 139,704,358 15.55%

FUNDACIÓN BANCARIA CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA)

0 207,663,196 23.12%

Name or corporate name of indirect shareholder Through: Name or corporate name of direct

shareholder Number of

voting rights

INMOBILIARIA ESPACIO, S.A. OBRASCON HUARTE LAIN, S.A. 1

INMOBILIARIA ESPACIO, S.A. OHL CONCESIONES, S.A.U. 1

INMOBILIARIA ESPACIO, S.A. GRUPO VILLAR MIR, S.L. 110,250

INMOBILIARIA ESPACIO, S.A. OHL EMISIONES, S.A.U. 125,090,931

INMOBILIARIA ESPACIO, S.A. SOCIETE GENERALE, S.A. 44,915,253

TRÉBOL HOLDINGS, S.A.R.L. TRÉBOL INTERNATIONAL BV 139,704,358


CAIXABANK, S.A. 1,478


VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS 1,935


CRITERIA CAIXAHOLDING, S.A.U. 138,015,233


INVERSIONES AUTOPISTAS, S.L. 69,644,550

Indicate the most significant movements in the shareholding structure during the year:

Name or corporate name of shareholder Date of the transaction

Date of the transaction

INMOBILIARIA ESPACIO, S.A. 14/10/2014 Exceeded 15% of share capital

SOCIETE GENERALE, S.A. 14/10/2014 Exceeded 5% of share capital

SOCIETE GENERALE, S.A. 28/11/2014 Fell below 5% of share capital

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A.3 Complete the following tables on company directors holding voting rights through company shares.

Name or corporate name of director Number of direct

voting rights Number of indirect

voting rights % of total voting

rights

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ 809 0 0.00%

MÓNICA LÓPEZ-MONÍS GALLEGO 22 0 0.00%

MARCELINO ARMENTER VIDAL 7,812 1,309 0.00%

ISIDRO FAINÉ CASAS 72,891 0 0.01%

SALVADOR ALEMANY MAS 403,092 58,881 0.05%

MARÍA TERESA COSTA CAMPI 154 0 0.00%

CARLOS COLOMER CASELLAS 1 0 0.00%

FRANCISCO REYNÉS MASSANET 0 34,542 0.00%

OBRASCON HUARTE LAIN, S.A. 1 0 0.00%

OHL CONCESIONES, S.A.U. 1 0 0.00%

OHL EMISIONES, S.A.U. 125,090,931 0 13.93%

G3T, S.L. 2,589,558 0 0.29%

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. 1 0 0.00%

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. 1 0 0.00%

THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. 1 0 0.00%

PABLIS 21, S.L. 1,157 0 0.00%

SUSANA GALLARDO TORREDEDIA 630 0 0.00%

Name or corporate name of indirect shareholder Through: Name or corporate name of direct shareholder

Number of voting rights

MARCELINO ARMENTER VIDAL MARTA ARMENTER JORDI 1,309

SALVADOR ALEMANY MAS RAMONA CANALS PUY 58,881

FRANCISCO REYNÉS MASSANET FRINYCO, S.L. 34,542

% of total voting rights held by the Board of Direc tors 14.28%

Complete the following tables on company directors holding voting rights through company shares.

Name or corporate name of director Number of

direct voting rights

Number of indirect voting

rights

Number of equivalent

shares

% of total voting rights

SALVADOR ALEMANY MAS 63,813 0 63,813 0.01%

A.4 Indicate, as applicable, any family, commercial, contractual or corporate relationships between owners of significant shareholdings, insofar as these are known by the company, unless they are insignificant or arise from ordinary trading or exchange activities.

A.5 Indicate, as applicable, any commercial, contractual or corporate relationships between owners of significant shareholdings, and the company and/or its group, unless they are insignificant or arise from ordinary trading or exchange activities.

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A.6 Indicate whether the company has been notified of any shareholders’ agreements pursuant to articles 530 and 531 of the Spanish Limited Liability Companies Law. Provide a brief description and list the shareholders bound by the agreement, as applicable.

Yes X No

Parties bound by agreement OBRASCON HUARTE LAIN, S.A.

INMOBILIARIA ESPACIO, S.A.

% of share capital affected: 18.94%

Brief description of agreement:

On 14 October 2014 (significant event filing 211915), Obrascón Huarte Lain, S.A. reported an Abertis share syndication agreement signed between OHL Emisiones, S.A.U. (fully owned by Obrascón Huarte y Lain, S.A., through OHL Concesiones, S.A.U) and Inmobiliaria Espacio, S.A. (the parent company of Grupo Villar Mir, S.A.), which is aimed at exercising the voting rights of Abertis shares in a coordinated and unitary way which, after the sale on the same date, were owned by Inmobiliaria Espacio, S.A. (outside the scope of OHL) and OHL, through OHL Concesiones, S.A.U.

Indicate whether the company is aware of the existence of any concerted actions amongst its shareholders. Give a brief description as applicable.

Yes No X

Expressly indicate any amendments to or termination of such agreements or concerted actions during the year.

Not applicable

A.7. Indicate whether any individuals or bodies corporate currently exercise control or could exercise control over the company in accordance with article 4 of the Spanish Securities’ Market Act. If so, identify.

Yes No X

Remarks

A.8. Complete the following tables on the company’s treasury shares.

At year-end:

Number of shares held directly Number of shares hel d indirectly (*) % of total share capital 9,425,121 0 1.05%

(*) Through:

Give details of any significant changes during the year, pursuant to Royal Decree 1362/2007.

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Date of notification

Total number of direct shares acquired

Total number of indirect shares acquired

% of total share capital

12/12/2014 9,154,434 0 1.02%

A.9 Give details of the applicable conditions and time periods governing any resolutions of the General Shareholders’ Meeting to issue, buy back and/or transfer treasury stock.

In accordance with the resolution adopted by the General Shareholder’s Meeting of 1 April 2014, the Board of Directors was granted powers for the derivative acquisition of treasury stock, directly or through group companies, as well as preferential subscription rights. The acquisition may be made in any format permitted by law (such as purchase, swap or assignment of property as payment) -providing the nominal value of the treasury stock acquired does not exceed, at any time during the validity of this authorisation, in conjunction with that of the treasury stock 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 place, 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 Revised Limited Liability Companies Law, adopted under Royal Legislative Decree 1/2010 of 2 July. This revokes the unused part of the previous authorisation granted by the General Shareholders’ Meeting of 27 April 2010.

The Company expressly notes that the authorisation granted to acquire treasury stock 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 share options.

Furthermore, the Board of Directors of the Company is granted powers to exercise, in the broadest terms, the authorisation approved by this resolution and to carry out the rest of the provisions in it. It is also authorised to delegate, if deemed necessary, exercising this authorisation and carrying out the same provisions under the terms and conditions it considers appropriate, to the Chair, the Chief Executive Officer, any other director, the Secretary, the Deputy Secretary of the Board of Directors or any other person(s) empowered expressly for that purpose by the Board of Directors.

To reduce the Company’s share capital in order to cancel any treasury shares kept on the balance sheet, charged against profits or distributable reserves in an amount deemed convenient or necessary up to the number of treasury stock held at any given time.

To delegate to the Board of Directors powers to execute the preceding resolution, which may be carried out once or several times and within the maximum time limit of five years from the date the present resolution is approved. To this end, the Board shall make the necessary arrangements and obtain the authorisation necessary or required by the Spanish Limited Liability Companies Law and other applicable provisions, and, particularly, powers are delegated to it, within the deadlines and limits mentioned for said undertaking, to set the date(s) of the specific capital reduction(s) along with their timing and use; to indicate the amount of the reduction; to determine the purpose of the proceeds of the reduction, providing, as the case may be, the statutory guarantees and complying with the legal requirements; to adapt article 5 of the bylaws to reflect the new share capital; to apply for the delisting of the redeemed securities and, in general, to request any resolutions necessary for the purposes of said redemption and subsequent capital decrease; appointing the persons who can carry this out.

A.10 Give details of any restriction on the transfer of securities or voting rights. Indicate, in particular, the existence of any restrictions on the takeover of the company by means of share purchases on the market.

Yes No X

A.11 Indicate whether the General Shareholders’ Meeting has agreed to take neutralisation measures to prevent a public takeover bid by virtue of the provisions of Act 6/2007.

Yes No X

If applicable, explain the measures adopted and the terms under which these restrictions may be lifted.

A.12 Indicate whether the company has issued securities not traded in a regulated market of the European Union.

Yes No X

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If so, identify the various classes of shares and, for each class of shares, the rights and obligations they confer.

B GENERAL SHAREHOLDERS' MEETING

B.1 Indicate the quorum required for constitution of the General Shareholders' Meeting established in the company's Bylaws. Describe how it differs from the system of minimum quorums established in the Spanish Limited Liability Companies Law.

Yes No X

B.2 Indicate and, as applicable, describe any differences between the Company’s system of adopting corporate resolutions and the framework established in the Spanish Limited Liability Companies Law.

Yes No X

Describe how they differ from the rules established in the Spanish Limited Liability Companies Law.

B.3 Indicate the rules governing amendments to the company’s Bylaws. In particular, indicate the majorities required to amend the Bylaws and, if applicable, the rules for protecting shareholders’ rights when changing the Bylaws.

The rules included in the Spanish Limited Liability Companies Law are applied to the majorities required to amend the corporate bylaws.

B.4 Indicate the attendance figures for the General Shareholders’ Meetings held during the year.

Attendance data

Date of general meeting

% attending in person % by proxy

% remote voting Total

Electronic means Other

20/03/2013 0.74% 67.95% 0.00% 0.80% 69.49%

01/04/2014 0.82% 73.87% 0.00% 0.44% 75.13%

B.5 Indicate whether the Bylaws impose any minimum requirement on the number of shares required to attend the General Shareholders’ Meetings.

Yes X No

Number of shares required to attend the General Sha reholders' Meetings 1,000

B.6 Indicate whether decisions involving a fundamental corporate change (“subsidiarisation”, acquisitions/disposals of key operating assets, operations that effectively entail the Company’s liquidation) must be submitted to the General Shareholders’ Meeting for approval or ratification even when not expressly required under company law.

Yes X No

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B.7 Indicate the address and mode of accessing corporate governance content on your company’s website as well as other information on General Meetings which must be made available to shareholders on the website.

The Investor Relations section of the website www.abertis.com contains the information stipulated in article 117 of the Securities Market Law in the wording of Law 26/2003 of 17 July pursuant to Ministerial Order ECO/461/2013 of 20 March, and the CNMV’s Circular 5/2013 of 12 June.

The information on the website is available in four languages: Catalan, Spanish, English and French.

C COMPANY MANAGEMENT STRUCTURE

C.1 Board of Directors

C.1.1 List the maximum and minimum number of directors included in the Bylaws.

Maximum number of directors 17

Minimum number of directors 6

C.1.2. Complete the following table with Board members’ details.

Name or corporate name of director

Representative Position

on the board Date of first appointment

Date of last appointment

Election procedure

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ

DIRECTOR 30/11/2004 27/04/2010 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

MÓNICA LÓPEZ- MONÍS GALLEGO


MARCELINO ARMENTER VIDAL


ISIDRO FAINÉ CASAS

1ST VICE-CHAIR

04/09/1979 20/03/2013 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

SALVADOR ALEMANY MAS

CHAIR 21/07/1998 20/03/2013 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

MARÍA TERESA COSTA CAMPI


CARLOS COLOMER CASELLAS


FRANCISCO REYNÉS MASSANET

CEO 26/05/2009 27/04/2010 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

OBRASCON HUARTE LAIN, S.A.

JUAN- MIGUEL VILLAR MIR

2ND VICE-CHAIR 12/12/2012 20/03/2013 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

OHL CONCESIONES, S.A.U.

JUAN VILLAR-MIR DE FUENTES


OHL EMISIONES, S.A.U. TOMÁS GARCÍA MADRID


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Representative Position

on the board Date of first appointment

Date of last appointment

Election procedure

G3T, S.L. CARMEN GODIA BULL

3RD VICE-CHAIR 29/11/2005 21/06/2011 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L.

JAVIER DE JAIME GUIJARRO

4TH VICE-CHAIR 25/10/2010 21/06/2011 RESOLUTION - GENERAL SHAREHOLDERS' MEETING

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L.

JOSÉ ANTONIO TORRE DE SILVA LÓPEZ DE LETONA


THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L.

SANTIAGO RAMÍREZ LARRAURI


PABLIS 21, S.L. MANUEL TORREBLANCA RAMIREZ


SUSANA GALLARDO TORREDEDIA


Total number of directors 17

Indicate any board members who left during this period.

Name or corporate name of director Status of the

director at the time

Leaving date

RICARDO FORNESA RIBÓ Proprietary 01/03/2014

C.1.3. Complete the following tables on board members and their respective categories.

EXECUTIVE DIRECTORS

Name or corporate name of director Committee propos ing appointment Post held in the company


NOMINATION AND REMUNERATION COMMITTEE

CEO

Total number of executive directors 1

% of the board 5.88%

EXTERNAL PROPRIETARY DIRECTORS

Name or corporate name of director Committee propos ing appointment

Name or corporate name of significant shareholder

represented or proposing appointment

MARCELINO ARMENTER VIDAL NOMINATION AND REMUNERATION COMMITTEE

CRITERIA CAIXAHOLDING, S.A.U.

ISIDRO FAINÉ CASAS NOMINATION AND REMUNERATION COMMITTEE


OBRASCON HUARTE LAIN, S.A. NOMINATION AND REMUNERATION COMMITTEE


9

Name or corporate name of director Committee propos ing appointment


represented or proposing appointment

OHL CONCESIONES, S.A.U. NOMINATION AND REMUNERATION COMMITTEE


OHL EMISIONES, S.A.U. NOMINATION AND REMUNERATION COMMITTEE


G3T, S.L. NOMINATION AND REMUNERATION COMMITTEE

INVERSIONES AUTOPISTAS, S.L.

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L.


TRÉBOL HOLDINGS, S.A.R.L.

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L.



THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L.



PABLIS 21, S.L. NOMINATION AND REMUNERATION COMMITTEE


SUSANA GALLARDO TORREDEDIA NOMINATION AND REMUNERATION COMMITTEE


Total number of proprietary directors 11


INDEPENDENT EXTERNAL DIRECTORS


MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ

Profile

Advisory director of Telefónica Latinoamérica


MÓNICA LÓPEZ-MONÍS GALLEGO

Profile

Degree in Law and Economics from the Universidad Pontificia de Comillas. State Attorney. Secretary General and member of the board of Bankinter, S.A.


MARÍA TERESA COSTA CAMPI

Profile

Doctor in Economics from the University of Barcelona. Professor of Applied Economics at the Department of Economics of the University of Barcelona. Director of the Energy Sustainability Chair of the University of Barcelona. Former Chair of the National Energy Commission.

10


CARLOS COLOMER CASELLAS

Profile

Graduate in Economics from the University of Barcelona. Graduate in Business Administration from the IESE (Barcelona). Chairman of Ahorro Bursátil, S.A. SICAV Chairman of Inversiones Mobiliarias Urquiola, S.A. SICAV. Chairman of Haugron Holdings, S.L. Independent Director of Telefónica, SA,

Total number of independent directors 4


List any independent directors who receive from the company or group any amount or payment other than standard director remuneration or who maintain or have maintained during the period in question a business relationship with the company or any group company, either in their own name or as a significant shareholder, director or senior manager of an entity which maintains or has maintained the said relationship.

If applicable, include a statement from the board detailing the reasons why the said director may carry on their duties as an independent director.

OTHER EXTERNAL DIRECTORS

Name or corporate name of director Committee notifying or proposing appointment

SALVADOR ALEMANY MAS NOMINATION AND REMUNERATION COMMITTEE

Total number of other external directors 1


List the reasons why these cannot be considered proprietary or independent directors and detail their relationships with the Company, its executives or shareholders.



Company, executive or shareholder with whom the rel ationship is maintained


Reasons

He cannot be considered to be a proprietary director since he does not represent any shareholders, and he is not an independent director because five years have not elapsed since he resigned as an executive director.

11

List any changes in the category of each director which have occurred during the year.

C.1.4 Complete the following table on the number of female directors over the past four years and their category.

Number of female directors % of total directors of each type

Year 2014

Year 2013

Year 2012

Year 2011

Year 2014

Year 2013

Year 2012

Year 2011

Executive 0 0 0 0 0.00% 0.00% 0.00% 0.00%

Proprietary 2 1 1 1 18.18% 9.09% 7.14% 7.14%

Independent 2 2 0 0 50.00% 50.00% 0.00% 0.00%

Other external 0 0 0 0 0.00% 0.00% 0.00% 0.00%

Total: 4 3 1 1 23.53% 17.65% 5.00% 5.00%

C.1.5 Explain the measures, if applicable, which have been adopted to ensure that there is a sufficient number of female directors on the board to guarantee an even balance between men and women.

Explanation of measures

The Board wants to increase the presence of female members of the Board, which is why, at the date of drafting this report, the Board of Directors’ Regulations establish favouring gender, experience and knowledge diversity when filling a vacancy. After the appointment of Susana Gallardo Torrededia as a director on 13 March 2014, there were four women on the Board out of a total of sixteen directors at 2014 year-end.

Due to this, and although there is not gender parity on the Board, the company has a large female presence on the Board compared with Ibex-35 companies. There is total parity among the independent directors, which are proposed for appointment by the Nomination and Remuneration Committee.

C.1.6 Explain the measures taken, if applicable, by the Nomination Committee to ensure that the selection processes are not subject to implicit bias that would make it difficult to select female directors, and whether the company makes a conscious effort to search for female candidates who have the required profile

Explanation of measures

The company makes a conscious effort to include women with the target profile among the candidates for board places.

When, despite the measures taken, there are few or no female directors, explain the reasons.

Explanation of the reasons

- -

C.1.7 Explain how shareholders with significant holdings are represented on the board.

The three significant shareholders, la Caixa, OHL/Inmobiliaria Espacio and CVC, are represented by 11 proprietary directors. Five directors represent la Caixa, of which three are natural persons and two are legal persons; three directors each represent OHL/Inmobiliaria Espacio and CVC, all six of which are legal persons.

12

C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed upon the request of shareholders who hold less than 5% of the share capital.

Provide details of any rejections of formal requests for board representation from shareholders whose equity interest is equal to or greater than that of other shareholders who have successfully requested the appointment of proprietary directors. If so, explain why these requests have not been entertained.

Yes No X

C.1.9 Indicate whether any director has resigned from office before their term of office has expired, whether that director has given the board their reasons and through which channel. If made in writing to the whole board, list below the reasons given by that director.

Name of director

RICARDO FORNESA RIBÓ

Reasons for resignation

Death

C.1.10 Indicate what powers, if any, have been delegated to the Chief Executive Officer(s).



Brief description

All powers of representation, management, and power to sell assets that can be legally delegated.

C.1.11 List the directors, if any, who hold office as directors or executives in other companies belonging to the listed company’s group.

Name or corporate name of director Corporate name o f the group entity Position


ARTERIS. S.A. DIRECTOR


HOLDING D’INFRAESTRUCTURES DE TRANSPORT, S.A.S.

SOLE DIRECTOR


LADECON, S.A. SUBSTITUTE DIRECTOR


SOCIETE DES AUTOROUTES DU NORD ET DE L’EST DE LA FRANCE

DIRECTOR


INFRAESTRUCTURA DOS MIL, S.A. SUBSTITUTE DIRECTOR


INVERSIONES NOCEDAL, S.A. SUBSTITUTE DIRECTOR

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SOCIEDAD CONCESIONARIA RUTAS DEL PACIFICO, S.A.

SUBSTITUTE DIRECTOR


AUTOPISTAS AUMAR. S.A. CONCESIONARIA DEL ESTADO

JOINT AND SEVERAL DIRECTOR


TRADIA TELECOM, S.A. JOINT AND SEVERAL DIRECTOR


AUTOPISTES DE CATALUNYA, S.A. CONCESSIONÀRIA DE LA GENERALITAT DE CATALUNYA



ABERTIS TELECOM SATELITES, S.A. JOINT AND SEVERAL DIRECTOR


RETEVISIÓN I, S.A. JOINT AND SEVERAL DIRECTOR


AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A.



ABERTIS AIRPORTS, S.A. JOINT AND SEVERAL DIRECTOR


INFRAESTRUCTURES VIÀRIES DE CATALUNYA, S.A. CONCESSIONÀRIA DE LA GENERALITAT DE CATALUNYA



ABERTIS SÁTELITES, S.A. JOINT AND SEVERAL DIRECTOR


ABERTIS TOWER, S.A. JOINT AND SEVERAL DIRECTOR


HISPASAT, S.A. DIRECTOR


ABERTIS AUTOPISTAS ESPAÑA, S.A.



CASTELLANA DE AUTOPISTAS, S.A CONCESIONARIA DEL ESTADO



AUTOPISTAS DE LEÓN, S.A. CONCESIONARIA DEL ESTADO



GESTIÓN INTEGRAL DE CONCESIONES, S.A.



IBERPISTAS, S.A. CONCESIONARIA DEL ESTADO



ABERTIS MÉXICO, S.L. JOINT AND SEVERAL DIRECTOR


ABERTIS TELECOM TERRESTRE, S.A.

CHAIRMAN


DESARROLLO DE CONCESIONES AEROPORTUARIAS, S.L.



PARTICIPES EN BRASIL. S.L. CHAIRMAN


INFRAESTRUCTURAS AMERICANAS, S.L.



SOCIETAT D AUTOPISTES CATALANES, S.A.


C.1.12 List any company board members who likewise sit on the boards of directors of other non-group companies that are listed on official securities markets in Spain, insofar as these have been disclosed to the company.


MARCELINO ARMENTER VIDAL BANCO PORTUGUES DE INVESTIMENTO, S.A. BPI DIRECTOR

ISIDRO FAINÉ CASAS CAIXABANK, S.A. CHAIRMAN

14


ISIDRO FAINÉ CASAS TELEFÓNICA, S.A. VICE-CHAIRMAN

ISIDRO FAINÉ CASAS REPSOL, S.A. 1ST VICE-CHAIRMAN

ISIDRO FAINÉ CASAS BANCO PORTUGUES DE INVESTIMENTO, S.A. BPI

DIRECTOR

ISIDRO FAINÉ CASAS THE BANK OF EAST ASIA DIRECTOR

CARLOS COLOMER CASELLAS TELEFÓNICA, S.A. DIRECTOR

CARLOS COLOMER CASELLAS AHORRO BURSÁTIL, S.A. SICAV CHAIRMAN

CARLOS COLOMER CASELLAS INVERSIONES MOBILIARIAS URQUIOLA, S.A. SICAV

CHAIRMAN

ISIDRO FAINÉ CASAS SUEZ ENVIRONNEMENT DIRECTOR

C.1.13 Indicate and, where appropriate, explain whether the company has established rules about the number of boards on which its directors may sit.

Yes No X

C.1.14 Indicate the company’s general policies and strategies that are reserved for approval by the Board of Directors in plenary session.

Yes No

Investment and financing policy X Design of the structure of the corporate group X Corporate governance policy X Corporate social responsibility policy X Strategic or business plans, management targets and annual budgets X Remuneration and evaluation of senior officers X Risk control and management, and the periodic monit oring of internal information and control systems X

Dividend policy, as well as the policies and limits applying to treasury stock X

C.1.15 List the total remuneration paid to the Board of Directors in the year.

Board remuneration (thousands of euros) 4,507

Amount of total remuneration corresponding to accum ulated pension rights (thousands of euros)

4,423

Total board remuneration (thousands of euros) 8,930

C.1.16 List any members of senior management who are not executive directors and indicate total remuneration paid to them during the year.

Name or corporate name Position(s)

FRANCOIS GAUTHEY GENERAL MANAGER OF THE TSI BUSINESS

FRANCISCO JOSÉ ALJARO NAVARRO GENERAL FINANCIAL AND CORPORATE DEVELOPMENT MANAGER

DAVID DÍAZ ALMAZÁN CEO, ARTERIS, S.A.

JORDI LAGARES PUIG RISK CONTROL AND INTERNAL AUDIT OFFICER

JOSÉ LUIS GIMÉNEZ SEVILLA GENERAL FINANCIAL AND CORPORATE DEVELOPMENT MANAGER

LUIS DEULOFEU FUGUET GENERAL MANAGER OF SANEF

1 5

Name or corporate name Position(s)

TOBÍAS MARTÍNEZ GIMENO GENERAL MANAGER OF TELECOM TERRESTRE

JOSEP MARIA CORONAS GUINART GENERAL SECRETARY AND GENERAL CORPORATE MANAGER

CARLOS FRANCISCO DEL RÍO CARCAÑO GENERAL MANAGER OF INTERNATIONAL TOLL ROADS

LUIS MIGUEL DE PABLO RUIZ GENERAL MANAGER OF CHILEAN TOLL ROADS

ANTONI ESPAÑOL REALP GENERAL MANAGER OF SPANISH TOLL ROADS

CARLOS ESPINÓS GÓMEZ CEO OF HISPASAT

JOAN RAFEL HERRERO HUMAN RESOURCES MANAGER

Total remuneration received by senior management (t housands of euros) 14,267

C.1.17 List, if applicable, the identity of those directors who are likewise members of the boards of directors of companies that own significant holdings and/or group companies.

Name or corporate name of director Name or corporate name of significant shareholder

Position

MARCELINO ARMENTER VIDAL CAIXA CAPITAL RISC, S.G.E.C.R., S.A. CHAIRMAN AND CHIEF EXECUTIVE OFFICER

MARCELINO ARMENTER VIDAL CAIXA INNVIERTE INDUSTRIA S.C.R. DE REGIMEN SIMPLIFICADO, S.A.

CHAIRMAN

ISIDRO FAINÉ CASAS CRITERIA CAIXAHOLDING, S.A.U. CHAIRMAN

ISIDRO FAINÉ CASAS FUNDACIÓN BANCARIA CAJA DE AHORROS Y PENSIONES DE BARCELONA (LA CAIXA)

CHAIRMAN

SALVADOR ALEMANY MAS SABA INFRAESTRUCTURAS, S.A. CHAIRMAN

OBRASCON HUARTE LAIN, S.A. OHL EMISIONES, S.A.U. JOINT AND SEVERAL DIRECTOR

OHL CONCESIONES, S.A.U. OHL EMISIONES, S.A.U. JOINT AND SEVERAL DIRECTOR

OHL CONCESIONES, S.A.U. MARINA UROLA, S.A. DIRECTOR

OHL CONCESIONES, S.A.U. NOVA DARSENA ESPORTIVA DE BARA, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. MARINA UROLA, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. NOVA DARSENA ESPORTIVA DE BARA, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. PORT TORREDEMBARRA, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. AGRUPACION GUINOVART OBRAS Y SERVICIOS HISPANIA, S.A.U.

JOINT DIRECTOR

OBRASCON HUARTE LAIN, S.A. ASFALTOS Y CONSTRUCCIONES ELSAN, S.A.

JOINT DIRECTOR

OBRASCON HUARTE LAIN, S.A. CONCESSIO ESTACIONS AEROPORT L9, S.A.

DIRECTOR

OBRASCON HUARTE LAIN, S.A. CONSTRUCCIONES ADOLFO SOBRINO, S.A.U.

JOINT DIRECTOR

OBRASCON HUARTE LAIN, S.A. EYM INSTALACIONES, S.A.U. JOINT DIRECTOR

OBRASCON HUARTE LAIN, S.A. GUINOVART RAIL, S.A.U. JOINT DIRECTOR

OBRASCON HUARTE LAIN, S.A. E.M.V. ALCALÁ DE HENARES, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. NOVA BOCANA BUSINESS, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. NUEVO HOSPITAL DE BURGOS, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. PHUNCIONA GESTION HOSPITALARIA, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. SECTOR HUESCA TRES, S.A. CHAIRMAN

OBRASCON HUARTE LAIN, S.A. URBS IUDEX ET CAUSIDICUS, S.A. DIRECTOR

OBRASCON HUARTE LAIN, S.A. URBS INSTITIA COMMODO OPERA, S.A. DEPUTY CHAIRMAN

OBRASCON HUARTE LAIN, S.A. INSTITUTO DE GESTIÓN SANITARIA, S.A.U. JOINT DIRECTOR

1 6



Position

OBRASCON HUARTE LAIN, S.A. JOSEFA VALCARCEL 42, S.A.U. SOLE DIRECTOR

OBRASCON HUARTE LAIN, S.A. SACOVA CENTROS RESIDENCIALES, S.L.U. SOLE DIRECTOR

OBRASCON HUARTE LAIN, S.A. TENEDORA DE PARTICIPACIONES TECNOLÓGICAS, S.A.U.

SOLE DIRECTOR

OBRASCON HUARTE LAIN, S.A. ENTORNO 2000, S.A.U. SOLE DIRECTOR

OBRASCON HUARTE LAIN, S.A. ATMOS ESPAÑOLA, S.A.U. JOINT DIRECTOR

List, if appropriate, any relevant relationships, other than those included under the previous heading, that link members of the Board of Directors with significant shareholders and/or their group companies.





Relationship

Indirect holder of 59.726% of the share capital of Obrascón Huarte Lain, S.A.


OHL CONCESIONES, S.A.U.



Relationship

Indirect holder of 59.726% of the share capital of Obrascón Huarte Lain, S.A., direct shareholder of 100% of the Company.


OHL EMISIONES, S.A.U.



Relationship

Indirect holder of 59.726% of the share capital of Obrascón Huarte Lain, S.A., direct shareholder of 100% OHL Emisiones, S.A.U.

1 7





Relationship

General Manager




CAIXA INNVIERTE INDUSTRIA S.C.R. DE REGIMEN SIMPLIFICADO, S.A.

Relationship

General attorney-in-fact





Relationship

Trustee

C.1.18 Indicate whether any changes have been made to the board regulations during the year.

Yes X No

Description of amendments

At the proposal of the Nomination and Remuneration Committee, the Board of Directors' of Abertis Infraestructuras, S.A., at its meeting held on 22 July 2014, resolved to create a specific committee to analyse and solve the corporate social responsibility issues, to be called the Corporate Social Responsibility Committee.

The amendment to the Board of Directors' Regulations in July was to include a new article 14 bis) to regulate this Corporate Social Responsibility Committee.

C.1.19. Indicate the procedures for selecting, appointing, re-electing, evaluating and removing directors. List the competent bodies and the processes and criteria to be followed for each of these procedures.

The procedures for appointing, re-electing, evaluating and removing directors are detailed in Articles 16 to 19 of the Board of Directors’ Regulations, which read as follows:

Article 16. Appointment of Directors

1. Directors will be appointed by the General Shareholders' Meeting or by the Board of Directors, in accordance with the provisions of the Spanish Limited Liability Companies Law.

1 8

2. The proposed appointments of directors submitted by the Board of Directors to the General Meeting for consideration and the appointment decisions adopted by said body in virtue of the co-opted powers which it legally possesses must be preceded by the corresponding proposal from the Nomination and Remuneration Committee, in the case of independent directors, or by a report, in the case of other directors.

Article 17. Appointment of external directors

The Board of Directors and the Nomination and Remuneration Committee, within the scope of their remits, will ensure that the candidates selected are persons of recognised standing, competence and experience, and will be particularly rigorous with respect to those called on to be Independent Directors provided for in Article 5 of these Regulations and under the terms of the applicable good governance standards.

Article 18. Term of office

1. Directors will hold office for the term provided in the corporate bylaws, and can be re-elected. 2. Directors appointed by co-option will hold their positions until the date of the next General Shareholders' Meeting. When, following an Audit and Control Committee report, the Board of Directors considers that the interests of the Company are in jeopardy, the director whose term of office has ended or who for any other reason ceases to hold office may not work in any other company that has a similar corporate purpose to the Company and which is considered by the Board to be a competitor, for the period determined by the Board, which in no case will be greater than two (2) years.

Article 19. Removal of directors

1. Directors will cease to hold office once their term of office has expired and when the General Shareholders' Meeting so decides under the powers vested therein by Law or by the corporate bylaws. 2. Directors must tender their resignation to the Board and, if the Board of Directors considers it appropriate, formally resign in the following cases: a)When they cease to hold the executive positions with which their appointment as Director was associated. When they have completed twelve (12) years in office, in the case of independent Directors; b)When they are subject to any of the cases of incompatibility or prohibition provided by Law. c) When they are indicted for an alleged criminal act or are subject to a disciplinary proceeding for a serious or very serious misdemeanour conducted by the supervisory authorities. d)When their remaining on the Board may jeopardise the Company’s interests or when the reasons for which they were appointed cease to exist. The above circumstance will be deemed to occur in the case of proprietary directors when the total shareholding they own or represent is disposed of or when the reduction of such shareholding requires a reduction in the number of relevant proprietary directors.

3. Executive directors must tender their resignation to the Board once they have reached the age of 70 and the Board must decide whether they may continue to perform their executive or delegated duties or remain simply as a director.

C.1.20 Indicate whether the board has evaluated its performance during the year.

Yes X No

Explain, if applicable, to what extent this evaluation has prompted significant changes in its internal organisation and the procedures applicable to its activities.

Description of amendments

The Board of Directors evaluates its own performance every year. No significant changes were made to its internal organisation or the procedures applicable to its activities as a result of this year's evaluation.

C.1.21 Indicate the cases in which directors must resign.

1. Directors will cease to hold office once their term of office has expired and when the General Shareholders' Meeting so decides under the powers vested therein by Law and by the corporate bylaws. 2. Directors must tender their resignation to the Board and, if the Board of Directors considers it appropriate, formally resign in the following cases: a)When they cease to hold the executive positions with which their appointment as Director was associated. When they have completed twelve (12) years in office, in the case of independent Directors; b)When they are subject to any of the cases of incompatibility or prohibition provided by Law. c) When they are indicted for an alleged criminal act or are subject to a disciplinary proceeding for a serious or very serious misdemeanour conducted by the supervisory authorities. d)When their remaining on the Board may jeopardise the Company’s interests or when the reasons for which they were appointed cease to exist. The above circumstance will be deemed to occur in the case of proprietary directors when the total shareholding they own or represent is disposed of or when the reduction of such shareholding requires a reduction in the number of relevant proprietary directors. 3. Executive directors must tender their resignation to the Board once they have reached the age of 70 and the Board must decide whether they may continue to perform their executive or delegated duties or remain simply as a director.

1 9

C.1.22 Indicate whether the duties of chief executive officer fall upon the Chairman of the Board of Directors. If so, describe the measures taken to limit the risk of power being concentrated in a single person.

Yes No X

Indicate, and if necessary, explain whether rules have been established that enable any of the independent directors to convene board meetings or include new items on the agenda, to coordinate and voice the concerns of external directors and oversee the evaluation by the Board of Directors.

Yes No X

C.1.23 Are qualified majorities other than those prescribed by law required for any type of decision?

Yes X No

If applicable, describe the differences.

Description of differences

i) The favourable vote of over two thirds of the board members, present or represented, will be necessary to adopt the following resolutions: proposals for the transformation, merger, division or dissolution of the Company, the global transfer of its assets and liabilities, the addition of a new line of business, changes to the business object and an increase or decrease in the share capital; the approval and modification of the Board Regulations; investments and disinvestments when they exceed the greater of the following figures: a) two hundred million (200,000,000) euros, and b) a figure equivalent to five percent (5%) of the Company’s own resources; and proposals for decisions that affect the number of directors, the creation of Board of Directors’ Committees, the appointment to posts therein and the proposal for posts in the Boards of Directors of company subsidiaries and associated companies. ii) The favourable vote of two thirds of the Board shall be necessary for the permanent delegation of any power by the Board of Directors to the Executive Committee or the Chief Executive Officer and the appointment of the directors who have to hold such positions, as well as the appointment of the Company’s general managers.

C.1.24 Indicate whether there are any specific requirements, apart from those relating to the directors, to be appointed Chairman.

Yes No X

C.1.25 Indicate whether the Chairman has the casting vote.

Yes No X

C.1.26 Indicate whether the Bylaws or the board regulations set any age limit for directors.

Yes X No

Age limit for Chairman 0

Age limit for CEO 70

Age limit for directors 0

2 0

C.1.27 Indicate whether the Bylaws or the board regulations set a limited term of office for independent directors.

Yes X No

Maximum number of years in office 12

C.1.28 Indicate whether the Bylaws or board regulations stipulate specific rules on appointing a proxy to the board, the procedures thereof and, in particular, the maximum number of proxy appointments a director may hold. Also indicate whether only one director of the same category may be appointed as a proxy. If so, give brief details.

A written proxy for each Board meeting is required.

C.1.29 Indicate the number of board meetings held during the year and how many times the board has met without the Chairman’s attendance. Attendance will also include proxies appointed with specific instructions.

Number of board meetings 6

Number of board meetings held without the Chairman' s attendance 0

Indicate the number of meetings of the various board committees held during the year.

Committee No. of meetings

EXECUTIVE OR DELEGATE COMMITTEE 12

NOMINATION AND REMUNERATION COMMITTEE 7

AUDIT AND CONTROL COMMITTEE 11

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE 1

C.1.30 Indicate the number of board meetings held during the year with all members in attendance. Attendance will also include proxies appointed with specific instructions.

Directors' attendance 4

% of attendances of the total votes cast during the year 98.04%

C.1.31 Indicate whether the consolidated and individual financial statements submitted for authorisation for issue by the board are certified previously.

Yes X No

Identify, where applicable, the person(s) who certified the company’s individual and consolidated financial statements prior to their authorisation for issue by the board.

2 1

Name Position

FRANCISCO JOSÉ ALJARO NAVARRO GENERAL MANAGER OF FINANCE AND CORPORATE DEVELOPMENT

FRANCISCO REYNÉS MASSANET CEO

JOSEP MARIA CORONAS GUINART GENERAL SECRETARY

C.1.32 Explain the mechanisms, if any, established by the Board of Directors to prevent the individual and consolidated financial statements it prepares from being laid before the General Shareholders’ Meeting with a qualified Audit Report.

The functions of the Audit and Control Committee, a delegated body of the Board of Directors, include ensuring that the Company’s annual financial statements and those of its group are prepared in compliance with generally accepted accounting principles and standards in order to avoid a qualified Audit Report.

The Audit and Control Committee holds regular meetings with the Company’s external auditors to avoid discrepancies in the criteria to be followed in preparing the annual financial statements.

However, in such an event, the Audit and Control Committee’s Activities Report shall include any discrepancies between the Board of Directors and the external auditors, where it will publicly explain the content and scope thereof.

C.1.33 Is the Secretary of the board also a director?

Yes No X

C.1.34 Explain the procedures for appointing and removing the Secretary of the board, indicating whether their appointment and removal have been notified by the Nomination Committee and approved by the board in plenary session.

Appointment and removal procedure

By means of a Board resolution and subject to a report from the Nomination and Remuneration Committee.

Yes No

Does the Nomination Committee propose appointments? X Does the Nomination Committee advise on dismissals? X Do appointments have to be approved by the board in plenary session? X Do dismissals have to be approved by the board in p lenary session? X

Is the Secretary of the board entrusted in particular with the function of overseeing corporate governance recommendations?

Yes X No

Remarks

.

C.1.35 Indicate and explain, where applicable, the mechanisms implemented by the company to preserve the independence of the auditor, financial analysts, investment banks and rating agencies.

2 2

The Company’s bylaws (Art. 22) and the Board of Directors’ Regulations (Art. 13) stipulate that one of the duties of the Audit and Control Committee is to receive information on any issues which may jeopardise the independence of the external auditor.

To this end, the Audit and Control Committee approves the audit and non-audit services rendered by the external auditors, supervises the fees charged by them and monitors the percentage of such fees in the total amount billed by the audit firm. Furthermore, it controls the independence and rotation of members of the audit team pursuant to existing standards in the field and obtains duly signed letters from auditors of companies controlled by the Group confirming their independence.

In accordance with legal requirements, the Company’s annual financial statements detail the fees paid to the Company’s external auditor for all audit and non-audit services rendered.

The Company’s governing bodies pay particular attention to ensuring the independence of financial analysts, investment banks and rating agencies when they are hired during the normal course of business.

C.1.36 Indicate whether the company has changed its external audit firm during the year. If so, identify the incoming audit firm and the outgoing auditor.

Yes No X

Explain any disagreements with the outgoing auditor and the reasons for the same.

C.1.37 Indicate whether the audit firm performs non-audit work for the company and/or its group. If so, state the amount of fees paid for such work and the percentage they represent of all fees invoiced to the company and/or its group.

Yes X No

Company Group Total

Amount of non-audit work (in thousands euros) 503 859 1,362

Amount of non-audit work as a % of the total amount billed by the audit firm

67.00% 25.10% 32.60%

C.1.38 Indicate whether the audit report on the previous year's financial statements is qualified or includes reservations. Indicate the reasons given by the Chairman of the Audit Committee to explain the content and scope of those reservations or qualifications.

Yes No X

C.1.39 Indicate the number of consecutive years during which the current audit firm has been auditing the financial statements of the company and/or its group. Likewise, indicate for how many years the current firm has been auditing the financial statements as a percentage of the total number of years over which the financial statements have been audited.

Company Group

Number of consecutive years 3 3

Number of years audited by current audit firm / Num ber of years the Company’s financial statements have been audited (%)

7.10% 14.30%

2 3

C.1.40 Indicate and give details of any procedures through which directors may receive external advice.

Yes X No

Procedures

Article 21 of the Board of Directors’ Regulations details the procedures through which directors may receive external advice.

1. To receive assistance in fulfilling their duties, external Directors may, when there are special circumstances that make this necessary, request that legal, accounting or financial advisors or other experts be hired at the Company’s expense. The tasks to be carried out must, without exception, be related to specific issues of a certain significance and complexity that arise when the Directors are fulfilling their duties.

2. The Chief Executive Officer of the Company must be informed of any decision to engage external advisors, and may be vetoed by the Board of Directors, provided it demonstrates that:

a)it is not necessary for the proper performance of the duties entrusted to the external Directors; b)the cost thereof is not reasonable in view of the importance of the problem and of the Company's assets and income; c) the technical assistance requested may be adequately provided by experts and technical staff from within the Company.

C.1.41 Indicate whether there are procedures for directors to receive the information they need in sufficient time to prepare for meetings of the governing bodies.

Yes X No

Procedures

In order for Directors to receive the information they need in sufficient time to prepare for the meetings of the governing bodies, written materials are submitted one week prior to the meeting and Directors may, if applicable, request any additional information.

This documentation is posted online, in accordance with the tightest security measures, for the exclusive and personal use of Directors. The Abertis Directors’ Information System also contains information such as minutes of the Board of Directors and Committee meetings, corporate governance provisions, annual reports and significant events, amongst others.

C.1.42 Indicate and, where appropriate, give details of whether the company has established rules obliging directors to inform the board of any circumstances that might harm the organisation's name or reputation, tendering their resignation as the case may be.

Yes X No

Details of rules

Pursuant to section 2 of Article 19 of the Board of Directors Regulations, Directors shall tender their resignation and, if the Board of Directors considers it appropriate, shall formally resign in the following cases:

... b)When they are subject to any of the cases of incompatibility or prohibition provided by Law. c) When they are indicted for an alleged criminal act or are subject to a disciplinary proceeding for a serious or very serious misdemeanour conducted by the supervisory authorities. d) When their remaining on the Board may jeopardise the Company’s interests or when the reasons for which they were appointed cease to exist. The above circumstance will be deemed to occur in the case of proprietary directors when the total shareholding they own or represent is disposed of or when the reduction of such shareholding requires a reduction in the number of relevant proprietary directors.

2 4

C.1.43 Indicate whether any director has notified the company that they have been indicted or tried for any of the offences stated in article 213 of the Spanish Limited Liability Companies Law:

Yes No X

Indicate whether the Board of Directors has examined this matter. If so, provide a justified explanation of the decision taken as to whether or not the director should continue to hold office or, if applicable, detail the actions taken or to be taken by the board.

C.1.44 List the significant agreements entered into by the company which come into force, are amended or terminate in the event of a change of control of the company due to a takeover bid, and their effects.

-

C.1.45 Identify, in aggregate form and provide detailed information on agreements between the company and its officers, executives and employees that provide indemnities for the event of resignation, unfair dismissal or termination as a result of a takeover bid or other.

Number of beneficiaries 51

Type of beneficiary

CEO and two senior managers, general managers and the other senior managers.

Description of the resolution

The highest of the following are established in the case of termination by mutual agreement, withdrawal by employer, unfair disciplinary dismissal or void dismissal without reinstatement or through any clauses envisaged in article 10.3 of Royal Decree 1385/1985 of 1 August: three years' salary or the indemnity that they would have received in an ordinary employment relationship in the case of unfair dismissal.

The highest of the following are established for the general managers in the case of termination by mutual agreement, withdrawal by employer, unfair disciplinary dismissal or void dismissal without reinstatement or through any clauses envisaged in article 10.3 of Royal Decree 1385/1985 of 1 August: two years' salary or the indemnity that they would have received in an ordinary employment relationship in the case of unfair dismissal.

The highest of the following are established for the other senior managers in the case of termination other than the worker's resignation, declaration of permanent incapacity, retirement or disciplinary dismissal declared to be fair: one year's salary or the indemnity that is legally envisaged in the employment legislation in force.

Indicate whether these agreements must be reported to and/or authorised by the governing bodies of the company or its group.

Board of Directors General Shareholders’

Meeting

Body authorising clauses Yes No

Is the General Shareholders’ Meeting informed of such clauses? X

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C.2 Board committees

C.2.1 Give details of all the board committees, their members and the proportion of proprietary and independent directors.

EXECUTIVE OR DELEGATE COMMITTEE

Name Position Type

MARCELINO ARMENTER VIDAL MEMBER Proprietary

ISIDRO FAINÉ CASAS MEMBER Proprietary

SALVADOR ALEMANY MAS CHAIRMAN Other external

FRANCISCO REYNÉS MASSANET MEMBER Executive

OBRASCON HUARTE LAIN, S.A. MEMBER Proprietary

OHL EMISIONES, S.A.U. MEMBER Proprietary

G3T, S.L. MEMBER Proprietary

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. MEMBER Proprietary

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. MEMBER Proprietary

% of executive directors 11.00%

% of proprietary directors 78.00%

% of independent directors 0.00%

% of other external directors 11.00%


Name Position Type

MÓNICA LÓPEZ-MONÍS GALLEGO CHAIRWOMAN Independent

OHL CONCESIONES, S.A.U. MEMBER Proprietary

G3T, S.L. MEMBER Proprietary

THÉÂTRE DIRECTORSHIP SERVICES ALPHA, S.À.R.L. MEMBER Proprietary

MARÍA TERESA COSTA CAMPI MEMBER Independent





AUDIT AND CONTROL COMMITTEE

Name Position Type

MIGUEL ÁNGEL GUTIÉRREZ MÉNDEZ CHAIRMAN Independent

MARCELINO ARMENTER VIDAL MEMBER Proprietary

CARLOS COLOMER CASELLAS MEMBER Independent

OHL EMISIONES, S.A.U. MEMBER Proprietary

THÉÂTRE DIRECTORSHIP SERVICES GAMA, S.À.R.L. MEMBER Proprietary

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CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Name Position Type

SALVADOR ALEMANY MAS CHAIRMAN Other external

MARÍA TERESA COSTA CAMPI MEMBER Independent

THÉÂTRE DIRECTORSHIP SERVICES BETA, S.À.R.L. MEMBER Proprietary

SUSANA GALLARDO TORREDEDIA MEMBER Proprietary

PABLIS 21, S.L. MEMBER Proprietary





C.2.2 Complete the following table on the number of female directors on the various board committees over the past four years.

Number of female directors

2014 2013 2012 2011

Number % Number % Number % Number %

EXECUTIVE OR DELEGATE COMMITTEE

1 11.11% 1 11.11% 1 11.11% 1 11.11%


3 60.00% 2 40.00% 1 20.00% 1 20.00%

AUDIT AND CONTROL COMMITTEE

0 0.00% 0 0.00% 0 0.00% 0 0.00%

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

2 40.00% 0 0.00% 0 0.00% 0 0.00%

C.2.3 Indicate whether the Audit Committee is responsible for the following.

Yes No

Monitoring the preparation and integrity of financi al information prepared on the company and, where appropriate, the group, checking for compliance wit h legal provisions, the accurate demarcation of the consolidation perimeter and the correct application of accounting principles.

X

Reviewing internal control and risk management syst ems on a regular basis, so main risks are properly identified, managed and disclosed. X

Monitoring the independence and efficacy of the int ernal audit function; proposing the selection, appointment, reappointment and removal of the head of internal audit; propose the department’s budget; receive regular report-backs on its activit ies; and verifying that senior management are actin g on the findings and recommendations of its reports.

X

Establishing and supervising a mechanism whereby st aff can report, confidentially and, if necessary, anonymously, any irregularities they detect in the course of their duties, in particular financial or accounting irregularities, with potentially serious implications for the firm.

X

Making recommendations to the board for the selecti on, appointment, reappointment and removal of the external auditor, and the terms of their eng agement. X

Receiving regular information from the external aud itor on the progress and findings of the audit programme, and checking that senior management are acting on its recommendations. X

Monitoring the independence of the external auditor X

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C.2.4 Describe the organisational and operational rules and the responsibilities attributed to each of the board committees.

Article 11. Delegated bodies of the Board of Directors

1. Notwithstanding the powers delegated individually to the Chair or any other director (executive officers) and its power to establish delegated committees for specific spheres of activity, the Board of Directors may set up an Executive Committee with general decision-making powers as well as a Nomination and Remuneration Committee, and shall, in all cases, appoint an Audit and Control Committee. The latter bodies shall only be authorised to inform, supervise, advise and submit proposals relating to the issues set forth in the following articles. 2. The Nomination and Remuneration Committee shall evaluate the profile of the most suitable persons to sit on the different Committees and shall forward proposals to the Board. In all cases, it shall take into account the suggestions made by the Chair and the Chief Executive Officer. 3. With the exception of the provisions of the corporate bylaws and these Regulations, the Committees may be self-governing. Matters not specifically defined shall be governed by the rules of procedure stipulated in these Regulations regarding the Board, provided that such rules are consistent with the nature and duties of the corresponding Committee. 4. In addition, the Board of Directors may set up any other appropriate committees as well as any other bodies that may carry out advisory or consultative duties on a territorial basis. These posts may be remunerated.

Article 12. The Executive Committee

1. The Board may appoint an Executive Committee that will be composed of the number of directors that is determined in each case, within the minimum and maximum provided for by the corporate bylaws, by the Board of Directors, meeting the criteria indicated in Article 5.3 of these Regulations and reflecting the composition of the Board as far as possible. 2. The Chair and the Chief Executive Officer will be members thereof. 3. The adoption of the decision to appoint members of the Executive Committee and the delegation of powers shall require the favourable vote of at least two thirds of the members of the Board of Directors. 4. The Chair of the Board of Directors shall act as Chair of the Executive Committee and its secretary will be the Secretary of the Board, assisted by the Vice-Secretary. 5. The Executive Committee will exercise the powers delegated to it by the Board of Directors. 6. The decisions of the Executive Committee will be adopted by the favourable vote of the absolute majority of those attending the session, present or represented, except when these refer to the following matters, in which case the favourable vote of over two thirds of the Committee members present or represented at the meeting will be necessary: a) Proposals for the transformation, merger, division or dissolution of the Company, the global transfer of its assets and liabilities, contribution of a branch of activity, the alteration of its corporate purpose, and the increase or reduction in share capital. b) Proposals for resolutions that affect the number of directors, the creation of Board of Directors’ Committees, the appointment to posts therein and the proposals for posts in the Boards of Directors of company subsidiaries and associated companies. c) Investments and disinvestments when they exceed the greater of the following figures: a) two hundred million (200,000,000) euros, and b) a figure equivalent to five percent (5%) of the Company’s own resources.

(continues in section H. in CLARIFICATION NOTE TO SECTION C.2.4)

C.2.5 Indicate, as appropriate, whether there are any regulations governing the board committees. If so, indicate where they can be consulted, and whether any amendments have been made during the year. Also indicate whether an annual report on the activities of each committee has been prepared voluntarily.

The Board Committees do not have their own regulations and their functioning is regulated by the Board of Directors’ Regulations which are available on the Company’s website.

These Committees have carried out a self-assessment, which was submitted to the Board of Directors in plenary session, and endorsed by the latter.

The Audit and Control Committee has issued a report on its functions and activities for 2015, which is attached to this Report.

C.2.6 Indicate whether the composition of the Executive Committee reflects the participation within the board of the different types of directors.

Yes No X

2 8

If the answer is no, explain the composition of the Executive or Delegate Committee.

The Executive Committee comprises one Executive Director, one External Director and seven Proprietary Directors.

D RELATED-PARTY AND INTRAGROUP TRANSACTIONS

D.1 Identify the competent body and explain, if applicable, the procedures for approving related-party or intragroup transactions.

Competent body

Board of Directors

Procedures

Pursuant to article 4 of the Board of Directors' Regulations, the Board shall have the authority to approve operations which the Company conducts with directors, significant shareholders, shareholders with board representation or other persons related thereto, except when these fulfil the three following conditions: 1) They are governed by standard form contracts applied on an across-the-board basis to a large number of clients; 2) They go through at market prices, generally set by the person supplying the goods or services; 3) Their amount is no more than 1% of the Group’s annual revenues.

Likewise, article 35 of the aforementioned regulations states that: 1) the Board of Directors formally reserves the knowledge of any relevant company transaction with a significant shareholder; and 2) in the case of ordinary transactions, a general authorisation shall suffice for the line of operation and its conditions.

Explain if the authority to approve related-party transactions has been delegated to another body or person.

-

D.2 List any relevant transactions, by virtue of their amount or importance, between the company or its group of companies and the company’s significant shareholders.


Name or corporate name of the company or its group company

Nature of the

relationship Date of transaction

Amount (In thousands of euros)

INVERSIONES AUTOPISTAS, S.L.


Contractual Dividends and other profits paid 44,871




TRÉBOL HOLDINGS, S.A.R.L. ABERTIS INFRAESTRUCTURAS, S.A.





CAIXABANK, S.A. ABERTIS INFRAESTRUCTURAS, S.A.

Contractual Other 3,935




Contractual Guarantees and collateral received 63,143


Contractual Financing agreements: loans 350,000


Contractual Financing agreements: loans 0

VIDACAIXA, S.A. DE SEGUROS Y REASEGUROS



2 9


Name or corporate name of the company or its group

company

Nature of the

relationship Type of transaction

Amount (In thousands of euros)



Contractual Receipt of services 1,315




CAIXABANK, S.A. ABERTIS INFRAESTRUCTURAS FINANCE BV


CAIXABANK, S.A. ABERTIS INFRAESTRUCTURAS FINANCE BV


CAIXABANK, S.A. AUTOPISTAS AUMAR, S.A.C.E.



AUTOPISTAS AUMAR, S.A.C.E.


CAIXABANK, S.A. AUTOPISTAS AUMAR, S.A.C.E.

Commercial Receipt of services 1,442

CAIXABANK, S.A. AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A.


CAIXABANK, S.A. AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A.

Commercial Receipt of services 2,359


AUTOPISTAS, CONCESIONARIA ESPAÑOLA, S.A.

Contractual Receipt of services 1,136

CAIXABANK, S.A. AUTOPISTES DE CATALUNYA, SOCIETAT ANÒNIMA


CAIXABANK, S.A. INFRAESTRUCTURES VÀRIES DE CATALUNYA, S.A.


CAIXABANK, S.A. HOLDING D ÍNFRAESTRUCTURES DE TRANSPORT, S.A.S.


CAIXABANK, S.A. HOLDING D ÍNFRAESTRUCTURES DE TRANSPORTS, S.A.S.


CAIXABANK, S.A. HOLDING D ÍNFRAESTRUCTURES DE TRANSPORTS, S.A.S.

Contractual Management contracts 8,813

CAIXABANK, S.A. ABERTIS TELECOM TERRESTRE, S.A.





Contractual Financing agreements: others 1,627

CAIXABANK, S.A. RETEVISIÓN I, S.A.U. Contractual Guarantees and collateral received 5,620


RETEVISIÓN I, S.A.U. Contractual Receipt of services 1,076


RETEVISIÓN I, S.A.U. Contractual Other 11,191

CAIXABANK, S.A. TRADIA TELECOM, S.A. Contractual Guarantees and collateral received 175

CAIXABANK, S.A. TRADIA TELECOM, S.A. Contractual Other 1,167

CAIXABANK, S.A. HISPASAT, S.A. Contractual Financing agreements: loans 6,121

CAIXABANK, S.A. HISPASAT, S.A. Contractual Financing agreements: loans 6,983

CAIXABANK, S.A. ADESAL TELECOM, S.L. Contractual Financing agreements: loans 5,263

CAIXABANK, S.A. ADESAL TELECOM, S.L. Contractual Guarantees and collateral received 2,727


CAIXABANK, S.A. ADESAL TELECOM, S.L. Contractual Financing agreements: others 6,417


3 0

Name or corporate name of

significant shareholder Name or corporate name of the company or its group company

Nature of the relationship

Type of transaction Amount (In thousands of euros)


AUTOPISTA VASCO ARAGONESA, S.A.


CAIXABANK, S.A. AUTOPISTA VASCO ARAGONESA, S.A.


CAIXABANK, S.A. AUTOPISTA VASCO ARAGONESA, S.A.


CAIXABANK, S.A. AUTOPISTAS METROPOLITANAS DE PUERTO RICO LLC


CAIXABANK, S.A. ABERTIS AUTOPISTAS ESPAÑA, S.A.

Contractual Guarantees and collateral received 5

D.3 List any relevant transactions, by virtue of their amount or importance, between the company or its group of companies and the company’s managers or directors.

D.4. List any relevant transactions undertaken by the company with other companies in its group that are not eliminated in the process of drawing up the consolidated financial statements and whose subject matter and terms set them apart from the company’s ordinary trading activities.

In any case, list any intragroup transactions carried out with entities in countries or territories considered to be tax havens.

D.5 Indicate the amount from related-party transactions.

9,260 (in thousands of euros)

D.6 List the mechanisms established to detect, determine and resolve any possible conflicts of interest between the company and/or its group, and its directors, management or significant shareholders.

In accordance with the Board of Directors’ Regulations and the Internal Rules of Conduct on Stock Exchange Related Matters, Directors and executives must report any conflicts of interest and abstain from participating or influencing the decision-making process on matters affected by the conflict.

Cases of conflicts of interest are included in the notes to the annual financial statements.

D.7 Is more than one group company listed in Spain?

Yes No X

Identify the listed subsidiaries in Spain.

Listed subsidiaries

Indicate whether they have provided detailed disclosure on the type of activity they engage in, and any business dealings between them, as well as between the subsidiary and other group companies;

Business dealings between the parent and listed sub sidiary, as well as between the subsidiary and othe r group companies

Indicate the mechanisms in place to resolve possible conflicts of interest between the listed subsidiary and other group companies.

31

Mechanisms

E RISK CONTROL AND MANAGEMENT SYSTEMS

E.1 Describe the risk management system in place at the company.

The Abertis Group has implemented a risk management model that has been approved and is monitored by the Audit and Control Committee, and is applicable to all business and corporate units in countries where the Group operates. The risk management model is aimed at effectively ensuring that the Group's objectives are achieved.

Based on the principles defined by Corporate Risk Control, each business unit and corporate unit is responsible for drawing up and maintaining its own risk map, which includes identifying and assessing inherent and residual risks, implemented initiatives and control activities and those responsible for them, and the action plans defined for hedging residual risks.

Risk maps are verified and approved by the General Managers of the business unit or the Directors of corporate areas, and they serve as a guideline for defining the content of Management Committees, and they are subject to periodic review of the Audit and Control Committee, which also carries out monitoring of the main risks with greater frequency.

E.2 Identify the bodies responsible for preparing and implementing the risk management system.

The following bodies are responsible for defining, executing and monitoring the risk management system:

Board of Directors: the highest body responsible for defining the risk control strategy and policy.

Audit and Control Committee: responsible for supervising the risk control systems, including approval of the model and periodic monitoring of risks with a different frequency according to their criticality and importance.

Corporate Risk Control: responsible for drawing up and maintaining risk management policies, overseeing the effective implementation of the model, establishing a common methodology for identifying, classifying and assessing risks, coordinating updating of risk maps, implementing systematic follow-up and communication to governing bodies and, in collaboration with other group areas, reviewing control activities that mitigate identified risks and the monitoring of the action plans.

Business unit/corporate general managers: responsible for management of risk in their respective remits, including the implementation of defined risk policies, validation of risk maps and supervision of implementation of control activities and action plans to mitigate risks.

Business unit/corporate risk coordinators: responsible for coordinating the implementation of the risk management model, including the identification and assessment of risks, and the implementation of systematic control, follow-up and communication of emerging risks to the Corporate Risk Control Unit. The risk coordinator, jointly with the heads of each area, periodically draws up risk updates and details of control activities, and reporting on the state of action plans.

Managers: responsible for identifying risks in their area and reporting them in a timely manner to the risk coordinator of their unit. Also responsible for identifying and implementing control activities aimed at mitigating risks.

These responsibilities are set out in the “Risk management framework policy”, which is subject to the review and approval of the Audit and Control Committee.

E.3 Indicate the main risks which may prevent the company from achieving its targets.

Business targets may be affected by the following main risks:

• Risks related to the environment in which the Company operates owing to declines in demand due to the economic situation of some countries, changes in tax and environmental regulations, and socio-political changes.

• Risks arising from the specific nature of the Group’s businesses, such as the maturity and time limitations on concessions, agreements with public authorities, conducting operations in regulated markets, meeting concessionary obligations and investment commitments, and bringing into service alternative infrastructures.

• Financial risks resulting from the process of expansion and financing investments, fluctuation in interest rates and exchange rates, control of rating and refinancing.

3 2

• Operational risks arising from the integration of acquisitions; the safety of users and employees; the adaptation and quick response to technology change in operating systems and the emergence of new technologies; control over infrastructure building projects; maintenance of infrastructures; the integrity of financial information; training and retention of talent; fraud; dependence on suppliers; and business disruptions.

E.4 Identify if the company has a risk tolerance level.

Tolerance levels are defined in the risk assessment matrix, which is the starting point for assessing inherent and residual risks. Different scales are established on possible impacts, taking account of economic, reputational and liability criteria.

The parameters in the matrix are updated in accordance with group performance, and they are subject to review and approval on an annual basis by the Audit and Control Committee.

For critical risks, and given the impact their possible occurrence would have on achieving targets, specific tolerance levels are defined, with guidelines for action, target achievement deadlines, gatekeepers and monitoring indicators, while also specifying the periodicity and content of the information to be provided to governing bodies for their monitoring and decision-making.

For other risks, an alert system has been set up to ensure identification of significant changes in valuation or significant weaknesses in control beyond the tolerance levels approved for such risks.

E.5 Identify any risks which have occurred during the year.

The majority of the risks identified in the risk maps of business units and corporate units are inherent to the business model and the activities of the Abertis Group. Hence, such risks are liable to occur, to a certain degree, throughout each year.

This year, the risks that have occurred have not had a significant impact on the achievement of objectives. The most significant are the following:

• Investees in which Abertis has a non-controlling interest, namely Accesos de Madrid, Henarsa and Ciralsa, are currently in insolvency proceedings, and they are now awaiting the Ministry of Public Works' final plan for setting out guidelines for their future.

• Approval of the Royal Decree on the Digital Dividend Plan published in the Official State Gazette (BOE) on 26/09/14, which confirms the final blackout of 1 MUX.

• The French State's communiqué on the final abandonment of the Écotaxe project, where the investee Eurotoll was expected to collaborate.

• The relevant granting body is assessing the possibility of amending some concession contracts. Although the scope of such amendments is not known, they should be negotiated by the parties. In the extreme case that a favourable agreement for both parties cannot be reached, the concession company will file a claim in court.

• The difficult financial situation in Spain has brought about a certain increase in arrears. Nonetheless, with respect to public authorities, this has been largely mitigated by the supplier payment plan approved by the Government of Spain.

• The persistently limited availability of funds and restrictive public and private financing conditions may pose a risk to the Group’s growth strategy. However, these have been mitigated by the Group’s strict financial discipline, with guidelines and limits defined by the governing bodies and end-to-end monitoring throughout the organisation.

• Although the economy in Spain seems to have recovered since the third quarter of 2014, the recession that began in 2008, with a fall in toll road traffic to date, has been partly mitigated by the implementation in previous years of specific action plans to optimise costs and geographically diversify the Group's activities.

E.6 Explain the response and monitoring plans for the main risks the company is exposed to.

In the risk management model implemented by the Abertis Group, a level of monitoring and specific initiatives and response plans are set out for the main risks on the basis of an assessment thereof or their criticality, in order to ensure risks are contained within defined limits. A group of risks is defined that require priority monitoring (monitored at least quarterly), the selection of which is reviewed at least once a year by the Audit and Control Committee.

Response plans for this priority monitoring risk group are framed within the development of specific initiatives for each of such risks, including:

• Main milestones

3 3

• Persons within the organisation responsible for their execution and monitoring

• Monitoring indicators

• Content and periodicity of information to be provided to governing bodies to ensure responsive decision-making.

Strategic and business risks arising from the business environment, from regulatory changes and from the specific nature of concession businesses are monitored by Management Committees, whereas financial and operational risks are generally monitored by Corporate Committees in coordination with specific business unit committees (security committees, operations committees, technology committees, etc.).

Response plans vary by risk type, and they encompass aspects such as:

• Diversification of business, such as in the motorway business: to mitigate falling demand resulting from the difficult economic situation in Spain and, to a lesser extent, in France, in recent years. An international expansion strategy was defined in this sector in countries with high economic growth.

• Cost optimisation based on defining, implementing and monitoring the efficiency plans. The first plan, which covered the 2012-2014 period, exceeded its initial targets; the next plan, for 2015-2017, has already started. Both plans focus especially on optimising the operating costs and controlling the operational investments that reach all the Abertis Group's business units.

• Liaison between the parties involved to provide solutions adapted to each country in the infrastructure sector and negotiations with the administrations, sometimes agreeing on specific investment commitments for toll road improvement.

• Definition of policies and procedures for the most significant risks, with approval and monitoring by the Audit and Control Committee in order to contain risks within defined limits.

F INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)

Describe the mechanisms which comprise the internal control over financial reporting (ICFR) risk control and management system at the company.

F.1 The entity's control environment

Specify at least the following components with a description of their main characteristics:

F.1.1. The bodies and / or functions responsible for: (i) the existence and regular updating of a suitable and effective ICFR; (ii) its implementation; and (iii) its monitoring.

Internal Control over Financial Reporting (ICFR) at the Abertis Group forms part of its general internal control system and consists of a set of processes which the Board of Directors, the Audit and Control Committee, senior management and staff carry out to provide reasonable assurance of the reliability of the financial information reported to the market.

The Group’s policy for defining ICFR responsibilities lays down the following responsibilities:

• The Board of Directors is ultimately responsible for all regulated information the Group reports to the market and, in consequence, for formulating financial information (article 4 of the Board of Directors' Regulations) and for its ICFR being suitable and effective.

• Based on the corporate bylaws and the Board of Directors’ Regulation, the Audit and Control Committee's basic responsibilities are as follows:

- To supervise and analyse the Group's regulated financial reporting, before submitting this to the Board, reviewing the proper compliance with the regulations in force and the application of the accounting principles.

- To supervise the Group's internal control and risk assessment system's efficacy and sufficiency so that any risks (operating, financial, technological, legal or reputational) with a significant impact on the Group's financial reporting can be detected, managed and mitigated and be submitted to the Board of Directors if the risk is significant.

- To monitor the external auditor's independence, supervising its work.

- To supervise the work performed by the Internal Audit Department, ensuring its independence and making sure that the recommendations and corrective measures recommended by it are considered by the management.

3 4

• Internal Audit of the Abertis Group is in turn responsible for supervising ICFR by delegation from the Audit and Control Committee.

• Corporate Management Control (under the Finance Department) is responsible for maintaining and introducing ICFR.

F.1.2. The existence or otherwise of the following components, especially in connection with the financial reporting process:

• The departments and / or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) defining clear lines of responsibility and authority, with an appropriate distribution of tasks and functions; and (iii) deploying procedures so this structure is communicated effectively throughout the Company.

Abertis' Board of Directors assigns responsibility for designing and reviewing the organisational structure to the General Industrial Development Department, and specifically to the Corporate Organisation and Planning Department. The latter lays down the general lines of the structure and distribution of responsibilities and the procedure to design, review and update the same, this structure being documented in the form of organisational charts, the relational models (which lay down the assignment and distribution of responsibilities and the segregation of duties) and the process model and its associated rules which form part of the policy catalogue of the Abertis Group.

The Abertis Group has an internal organisational chart available on the corporate intranet which covers all of the areas, locations and companies of the Group and which is basically divided according to business and department (including those departments involved in preparing, analysing and supervising the financial information). This organisational chart indicates responsibilities up to a certain management level and is supplemented by other more detailed organisational charts at departmental level.

As regards the preparation of financial information, in addition to detailed organisational charts, there are manuals, internal policies and instructions which are also issued by Corporate Management Control (contained in the Group’s unified reporting manual) which lay down the specific guidelines and responsibilities for each closing, and reporting procedures which set out who is responsible for the main tasks both at corporate level and at the subsidiaries, including the following:

-“Group Reporting and Accounting Principles Handbook (GRAPH)”: this includes the accounting principles used by the Abertis Group to draft its financial statements and is aimed at obtaining consistent, standardised and comparable financial information for all the Abertis Group companies.

-“Year-end instructions”: these are published every six months and establish the financial reporting schedule for the Group companies and other procedures on how to draft the consolidated information.

-“Year-end policy for subsidiaries”: these establish the procedures on how to draft the economic and financial information of the group subsidiaries and the supervision procedures.

• Code of conduct, approving body, dissemination and instruction, principles and values covered (stating whether it makes specific reference to record keeping and financial reporting), body in charge of investigating breaches and proposing corrective or disciplinary action.

The Abertis Group has a Code of Ethics which was approved by the Board of Directors and is adapted in each country to local ethical regulations which combine observance of corporate guidelines with the specific features of certain countries. The Code of Ethics is communicated to all employees, is available on the corporate intranet and forms part of the training which staff receive. In addition, other mechanisms exist to ensure awareness of it by employees.

The main values and principles in the Code of Ethics are: integrity, honesty, transparency, loyalty, commitment and defence of Group interests, and responsibility in all actions. The Code of Ethics includes among its fundamental principles the commitment to strictly comply with the obligation to offer reliable financial information prepared in accordance with applicable regulations, and the responsibility of its employees and management to ensure this is so, both by correctly carrying out their functions and by notifying the governing bodies of any circumstance which might affect that undertaking.

The Code of Ethics Committee is entrusted with evaluating breaches and proposing corrective actions and penalties.

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• ‘Whistle-blowing’ channel, for the reporting to the Audit Committee of any irregularities of a financial or accounting nature, as well as breaches of the code of conduct and malpractice within the organisation, stating whether reports made through this channel are confidential.

The Abertis Group has and promotes the use of a whistle-blowing channel to receive reports of possible breaches of the Code of Ethics and of other irregular activities. In some countries, local whistle-blowing systems are currently being adapted to corporate whistle-blowing resources and channels.

Reports received are assessed and followed up by the Code of Ethics Committee (in some countries, there is a local Code of Ethics Committee that reports on and follows the guidelines of the Corporate Code of Ethics Committee). Reports can be filed using an on-line form (available on the Abertis Group intranet), by post or e-mail.

The Audit and Control Committee regularly monitors the reports received, and how they are handled and resolved.

Reports of fraud linked to financial information are covered by the “Internal Fraud Control Rule”.

• Training and refresher courses for personnel involved in preparing and reviewing financial information or evaluating ICFR, which address, at least, accounting rules, auditing, internal control and risk management.

Abertis takes the view that the ongoing training of its employees and managers, both at corporate level and at its subsidiaries, on those matters which affect the preparation of the consolidated financial information of the Abertis Group is vital. In this regard, Abertis also considers that complete and up-to-date training on accounting regulations, the rules for preparing financial information, the regulations on capital markets, taxation and internal control is necessary to ensure that the information reported to the market is reliable and in accordance with regulations.

With respect to the preparation and review of financial information, every year, the Abertis Group implements training plans covering the training needs identified by Corporate Management Control in relation to:

• New accounting, tax, capital markets and internal control regulations, adapted and applied to the Abertis Group • Changes to reporting methods and / or information systems • Individual initiatives of the members of the Management Control team

Once the needs of these areas have been identified, the appropriate training activities are designed and put into effect to cover annual training objectives on these matters.

The Abertis Group carried out training activities during 2014 using external experts and internal training sessions, and covering personnel involved in preparing and reviewing financial information both at corporate level and at its subsidiaries. The training areas on which most emphasis was placed in 2014 relate to accounting, tax and financial matters which could have the greatest impact on the preparation of the Group’s consolidated financial information, particularly information systems, changes in the tax regulations and updates concerning EU-IFRS.

The Abertis Group has an Abertis Virtual Campus, an online training platform, in which technical training can be provided to certain groups and overall training can be undertaken on a voluntary and, in some cases, mandatory basis (Code of Ethics, Information Security).

In 2014, the following specific training was also provided:

• The consolidation and reporting tool at the subsidiaries of the Arteris and Hispasat groups.

• The new features of the IFRS and Spanish General Chart of Accounts (2014 developments). External auditors gave a course to the Consolidation and Accounting Regulation Department.

• Technical meetings were held in the Americas with the parties responsible for consolidation and reporting.

• Courses given by the Corporate Tax Department on tax matters, specifically on 2014 changes in tax regulations in the main countries where Abertis operates, and on international taxation.

Corporate Management Control has subscriptions to a number of publications and journals on accounting and financial matters and to the website of the International Accounting Standards Board which regularly sends new developments and other communications of interest which are analysed to ensure they are taken into consideration when preparing Abertis’ financial information.

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F.2 Risk assessment in financial reporting Report, at least:

F.2.1. The main characteristics of the risk identification process, including risks of error or fraud, stating whether:

• The process exists and is documented.

See section F.2.1.5

• The process covers all financial reporting objectives, (existence and occurrence; completeness; valuation; presentation, disclosure and comparability; and rights and obligations), is updated and with what frequency.

See section F.2.1.5

• A specific process is in place to define the scope of consolidation, with reference to the possible existence of complex corporate structures, special purpose vehicles, holding companies, etc.

See section F.2.1.5

• The process addresses other types of risk (operational, technological, financial, legal, reputational, environmental, etc.) insofar as they may affect the financial statements.

See section F.2.1.5

• Finally, which of the company’s governing bodies is responsible for overseeing the process.

As required under Securities Market Law 24/1988 of 28 July, amended by Sustainable Economy Law 2/2011 of 4 March, and Order ECC/461/2013, of 20 March, the Abertis Group has an internal control over financial reporting (ICFR) system

This information is documented in the “Policy for identifying risks of error in the financial information of the Abertis Group” (hereinafter, “Risk Identification Policy”), which describes the process for identifying significant risks of error or fraud in relation to the consolidated financial statements. This risk identification process is conducted at least annually.

The Risk Identification Policy stipulates that once identified, risks shall be reviewed to analyse the possible risks of error in each assertion on the financial information (existence and occurrence, integrity, assessment, presentation, breakdown and comparability, and rights and obligations) that may have a significant impact on the reliability of the financial information.

The risks of error identified in the financial information are classified as follows: a) General risks b) Risks related to the correct recognition of the Group's specific transactions a. Significant transactions b. Judgements and estimates c. Lack of knowledge about contracts d. Activities subcontracted to third parties c) Risks related to the financial information preparation process d) Risks related to the information systems

Each risk identified in the consolidated financial information preparation process is associated with processes and different financial lines that are considered to be significant (either because of their contribution to the consolidated financial statements or due to other more qualitative factors) and with the Group companies under the scope of the ICFR.

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To determine the companies under the scope of the ICFR, the Group considers those over which it exercises direct or indirect control (i.e., its capacity to manage their operating and financial policies to obtain profits from their activities). Therefore, the companies over which joint control or significant influence is exercised are not included within the scope of the ICFR, although general controls are carried out on the financial information provided by these companies and included in the consolidated financial statements.

By applying the risk identification policy, the Abertis Group ensures that the process considers quantitative and qualitative variables (such as complexity of the transactions, risk of fraud, implementation of the standards or level of judgement required) to define the scope of ICFR within the Abertis Group.

As a result of applying the risk identification policy, an ICFR risk matrix is drawn up for the consolidated group. This matrix identifies those accounts and breakdowns with a significant associated risk which may have a material potential impact on financial information. Once the scope of application of ICFR in the Abertis Group has been defined, control activities covering the identified risks are designed on the basis of the identified risk matrix.

Consideration is also given in the Abertis Group to the possibility of risks of error in certain processes not linked to specific classes of transactions but which are particularly relevant in view of their importance in the preparation of the reported information (such as the closing process, operation of information systems, review of significant accounting judgments or policies). The latter include the consolidation process which is why the Abertis Group has laid down policies designed to ensure both the correct configuration and execution of the process and the correct identification of the consolidation scope.

Corporate Management Control is entrusted with identifying and documenting risks of error in the financial information; the process is supplemented by Internal Audit, which considers identified risks of error in relation to the Group's overall Risk Map (which embraces both financial and non-financial risks). The entire process is ultimately overseen by the Audit and Control Committee.

The Abertis Audit and Control Committee is responsible for supervising the risk control systems with the support from Internal Audit.

F.3 Control activities

Indicate the existence of at least the following components, and specify their main characteristics:

F.3.1. Procedures for reviewing and authorising the financial information and description of ICFR to be disclosed to the markets, stating who is responsible in each case and documentation and flow charts of activities and controls (including those addressing the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the separate review of critical judgements, estimates, evaluations and projections.

The “Financial Information Review, Certification and Supervision Policy” of the Abertis Group sets out, among others, the scope (regulated periodic financial reporting and those responsible for its preparation) and the review procedures by the Audit and Control Committee, which include the reading and analysis of the information and discussions with those responsible for its preparation (Corporate Management Control), those responsible for verifying the design of the model and the functioning of existing controls (Internal Audit) and external auditors.

Responsibility for preparing financial information in each quarterly close begins with a review and certification by the economic and financial manager in each investee and, in six-monthly and annual closes, with the express certification of the General Manager of each subsidiary. This certification is carried out through a questionnaire that includes the internal control procedures that must be performed to achieve reasonable certainty about the reliability of the company's financial statements.

Individual and consolidated financial statements, six-monthly financial reports and the financial information in the quarterly interim statements of the Abertis Group are prepared and reviewed by Corporate Management Control and the Financial Department prior to submission to the Audit and Control Committee. This applies to procedures included in the policy discussed at the start of this section as a step prior to the presentation of conclusions to the Abertis Board of Directors.

The documentation included in the ICFR comprises the following documents:

- The ICFR policies - The internal corporate standards - The ICFR risk map - The scope of the ICFR model - The ICFR risk and control matrix - Quarterly questionnaires certifying the control activities

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Besides the policies on the ICFR model, Abertis also has policies designed to mitigate the risk of error in processes not relating to specific transactions. In particular, there are documented internal corporate standards on: • accounting close processes (both at corporate level, which includes the consolidation process, and at subsidiaries), • procedures of activities carried out by third parties; • transfer prices; and • policies to identify and establish approval levels for relevant judgements and estimates.

Based on the risks detected and documented in the "ICFR risk and control matrix", the scope of the internal control system over the financial information is established to determine the line-items of the affected financial statements and the affected companies (see section F.2.1.).

The Abertis Group has descriptions of controls over activities and controls directly related to transactions that might have a material impact on the financial statements, to mitigate the risk of material error in the information reported to the markets. These descriptions are documented in the "ICFR risk and control matrix" and contain information on what the controls should consist of, the reason these are carried out, who should carry them out, how often, and other information on what information systems or what operations carried out by third parties are important for the effectiveness of the control operation in question. The controls cover areas such as income generation, investment and expenditure on concessions, acquisitions and subsequent valuation of other assets, analysis of the recoverability of investments, recording of taxation of profits or the correct presentation of financial instruments and of the financing operations of the Abertis Group. Abertis ensures matrices are kept up to date when conducting a yearly review thereof.

The Abertis Group has corporate documentation describing the control activities which cover all of the objectives for controlling financial information on different transaction types with a material impact on its consolidated financial statements.

In relation to relevant judgements and estimates, the Abertis Group provides information in its annual consolidated financial statements on particularly relevant areas of uncertainty. The specific review and approval of the relevant judgements, estimates, assessments and projections as well as the key assumptions used for calculating them, with a material impact on the consolidated financial statements, are made by the Financial Department and, where applicable, by the CEO. The most significant ones, such as the monitoring of asset values and coverage policies, are treated and reviewed by the Audit and Control Committee before submitting them for the Board's approval.

F.3.2. Internal control policies and procedures for IT systems (including secure access, control of changes, system operation, continuity and segregation of duties) giving support to key company processes regarding the preparation and publication of financial information.

The Abertis Group uses information systems to maintain adequate checks and controls over its operations. The Group therefore places particular emphasis on ensuring these function correctly. Specifically, it has a common SAP BPC consolidation and reporting system implemented in all Group companies.

Therefore as a part of the process of identifying risks of error in financial information, the Abertis Group, through Corporate Management Control, identifies which systems and applications are relevant to the preparation of the Group’s financial information. The systems and applications identified include those directly used at corporate level in the preparation of the consolidated financial information and the reporting systems for the various Group companies. The systems and applications which the Abertis Group has identified include both complex developments at the level of integrated information systems and other applications developed at user level (for example, spreadsheets) where they are relevant to the operations involved in the preparation or control of financial information.

For the systems and applications identified (those used at corporate level in the preparation of the consolidated financial information), the Systems Department has established general policies aimed at ensuring their correct operation. The policies developed by the Systems Department cover security, both physical and logical, as regards access, procedures for checking the design of new systems or modifications of existing ones, and data recovery policies in the event of unforeseen occurrences affecting them. In particular there are documented policies on:

• Secure access; • Change management; • Methodology for development of information system projects; • Operations management: management of backups, installation of patches, management of system capacity and

performance, management of communication, monitoring of interfaces, management and resolution of operating incidences, preventive updating, management of batch processes.

• Information security: backup copy procedure and plan, business continuity plan, etc.; and • System security: management of users and permissions, physical access, security monitoring, etc.

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F.3.3. Internal control policies and procedures for overseeing the management of outsourced activities, and of the appraisal, calculation or valuation services commissioned from independent experts, when these may materially affect the financial statements.

Every year the Abertis Group reviews all outsourced activities which are relevant to the preparation of financial information. At 2014 year-end, the Abertis Group had not outsourced any processes which generate information with a material impact on the individual or consolidated financial statements of the Abertis Group that is not supervised by Abertis. It therefore does not require reports on the efficiency of controls set up by third parties beyond the requirements of the policies for contracting third parties maintained by the Abertis Group.

The Abertis Group does however regularly use reports by independent experts to value its financial instruments and undertakings to employees.

The Corporate Finance and Remuneration and Benefits departments carry out controls on the work of these experts designed to check:

• Competence, capacity, accreditation and independence; • The validity of the data and methods used; and • The reasonableness of the assumptions used, if applicable.

Abertis has formal guidelines in place as to how activities with third parties are to be treated in terms of contracting and results. The guidelines form part of the policy entitled "Procedure for activities carried out by third parties".

Likewise, the Abertis Group has an internal procedure for hiring independent experts, which requires certain approval levels.

F.4 Information and communication

Indicate the existence of at least the following components, and specify their main characteristics:

F.4.1. A specific function in charge of defining and maintaining accounting policies (accounting policies area or department) and settling doubts or disputes over their interpretation, which is in regular communication the team in charge of operations, and a manual of accounting policies regularly updated and communicated to all the company’s operating units.

This is the responsibility of the Consolidation and Accounting Regulation department (part of Corporate Management Control) which, among other functions, is in charge of defining, maintaining and communicating the accounting policies of the Abertis Group for the purposes preparing consolidated financial information under EU-IFRS (and consequently of the information to be reported by each subsidiary).

The Abertis Group has drawn up a “Procedure for preparing, updating and communicating accounting policies” which includes:

• The existence of an Abertis Group accounting manual; • Regular updates; • Communication with the business units; • Procedure for receiving and responding to queries about the accounting manual (accounting regulation mailbox); and • Procedure for updating the Reporting Package of accounting information to be received from the subsidiaries.

The functions of the Consolidation and Accounting Regulation department also include responding to accounting queries made by the various business units or other corporate areas of the Abertis Group.

The Abertis Group has an accounting policies manual, the Group Reporting and Accounting Principles Handbook (GRAPH) for the purposes of preparing financial statements under EU-IFRS which is drawn up by Corporate Management Control and regularly updated by it (at least once a year) to include the rules applicable to the year. The auditing instructions sent by the external auditor to the auditors of the various group companies for the limited review or audit in each six-monthly and annual closing respectively indicate that they must carry out their work based on the content of the Abertis GRAPH.

Alterations are notified to the subsidiaries by e-mail and the complete updated manual is filed on the Accounting Regulations portal, as well as on the Corporate Management Control portal of the Abertis Group intranet. The most recent update was in September 2014 and, in any event, checks are performed to verify whether any new significant modifications have been made in the preceding quarter that might affect the preparation of consolidated financial information of the year.

Additionally, every six months, the Consolidation and Accounting Regulation Department issues an information document on the EU-IFRS, detailing the standards that will enter into force during the year and in future years as well as a summary of the standards pending approval which may have an impact on the consolidated financial statements and those of the subsidiaries.

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F.4.2. Mechanisms in standard format for the capture and preparation of financial information, which are applied and used in all units within the entity or group, and support its main financial statements and accompanying notes as well as disclosures concerning ICFR.

The Abertis Group has various integrated platforms of financial information for recording transactions and preparing financial information for all of its subsidiaries (SAP BCP consolidation and reporting). The completeness and reliability of such information systems are validated using the general controls stated in section F.3.2.

Each subsidiary must prepare and upload to the corporate reporting and consolidation system (SAP BPC) a Monthly Report containing the financial information necessary at the close of each month to prepare the consolidated information and other necessary financial information.

There is a single monthly reporting based on a uniform accounts plan for all companies.

The “Six-Monthly Forms / Annual Forms” (a single standardised information package for all group companies, including the Monthly Report and a "2014 Financial Statements Additional Information" report) are received on a six-monthly and annual basis and signed off by the management of each of the subsidiaries. These contain all the information needed to prepare the Group’s consolidated financial information (condensed interim financial statements and annual financial statements).

These “six-monthly and annual forms” ensure homogeneity of information as:

• They are standard and uniform for all countries and businesses; • They are prepared on the basis of Abertis Group instructions and its accounting manual which is standard for all of

the Group companies; • They include applicable legal, tax, commercial and regulatory requirements.

Controllers upload the information contained in the Monthly Reports and FORMS 2014 directly to the corporate reporting and consolidation system.

The structure of the forms is reviewed regularly (at least twice a year) to ensure that they include all regulatory updates applicable under EU-IFRS.

Details of the entire reporting system are contained in the Monthly Reporting Information Manual, which is updated annually by Corporate Management Control and includes processes, dates and complete information concerning compliance with the reporting requirements to be followed by all Group companies.

F.5 Monitoring

Indicate the existence of at least the following components, describing their main characteristics:

F.5.1. The ICFR monitoring activities undertaken by the Audit Committee and an internal audit function whose competencies include supporting the Audit Committee in its role of monitoring the internal control system, including ICFR. Describe the scope of the ICFR assessment conducted in the year and the procedure for the person in charge to communicate its findings. State also whether the company has an action plan specifying corrective measures for any flaws detected, and whether it has taken stock of their potential impact on its financial information.

The Audit and Control Committee has carried out the following ICFR-related activities:

• Monitoring the degree of implementation and possible changes of the Abertis Group ICFR model, and of ICFR risk and control matrices;

• Approval of ICFR review criteria; • Monitoring of the results of ICFR reviews performed by Internal Audit and the external auditor; and • Review of ICFR-related information in the Annual Corporate Governance Report.

The Abertis Group has an internal audit function (forming part of the General Secretary’s office and Corporate Affairs) which reports directly to the Audit and Control Committee (which delegates to Internal Audit the function of supervising the internal control systems, including ICFR).

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Through the supervisory tasks delegated to it, Internal Audit is a key factor for ensuring that the internal control system reasonably:

• safeguards the Group's assets, • complies with the applicable internal and external standards, • provides efficacy and efficiency in the transactions and in the corporate and support activities, • provides transparency and integrity to the financial and management information.

Internal Audit drafts an Annual Review Plan which is approved by the Audit and Control Committee. The plan is based on:

• classifying the companies controlled by the Group based on the criteria of risk and importance. • determining the activities to be reviewed: top-level transactional processes (revenues, purchases, fixed assets, staff,

financial management, technology, etc.), other transactional processes (travel expenses, maintenance and warehouses, etc.) and compliance (with ICFR and others).

• determining the review frequency for each process based on the company classification.

Regarding the financial information and the general ICFR model, Internal Audit reviews the risk identification process and the correct design, existence and functioning of the controls defined to mitigate them.

Possible weaknesses identified in all of the internal audit reviews are classified in terms of the criticality and are assigned to a particular person; the resolution thereof is subsequently monitored.

During the ICFR evaluation activities carried out by Internal Audit in 2014, submitted to the ACC in February 2015, no major weaknesses were detected which might have a significant impact on the financial information of the Abertis Group for the financial year 2014. The necessary corrective actions were established to deal with other such weaknesses in the future.

Likewise, as stated in section F.7.1, the external auditor issues an annual report on the procedures agreed about the ICFR description made by Abertis, which has not highlighted any material issues.

F.5.2. A discussion procedure whereby the auditor (pursuant to TAS), the internal audit function and other experts can report any significant internal control weaknesses encountered during their review of the financial statements or other assignments, to the company’s senior management and its Audit Committee or Board of Directors. State also whether the entity has an action plan to correct or mitigate the weaknesses found.

As noted in section F.3.1, the Financial Information Review, Certification and Supervision Policy of Abertis lays down the review procedure by the Audit and Control Committee, including:

• Meetings with those responsible for preparing the financial information (Corporate Management Control) to discuss the reasonableness of the most significant figures, transactions and events in the period, changes in accounting policies, anomalous fluctuations and any other information deemed relevant.

• Meetings with Internal Audit, as part of the normal “Monitoring of reviews and recommendations” section at each meeting of the Audit and Control Committee, to obtain information about the results of the ICFR reviews and about the state of recommendations for improving any identified weaknesses; and

• Private meetings with the external auditor (at least at the end of planning the audit of the annual financial statements and at the end of the audit or limited review of the financial statements and six-monthly information, respectively) to be informed of the scope of its work and any significant internal control weaknesses identified, to be apprised of the results of its work, the content of its reports and any other information deemed relevant.

The action plans for the weaknesses detected in 2014 were instrumented through recommendations which follow the circuit of prioritisation, assignment of the person and monitoring described in section F.5.1.

F.6 Other relevant information

Not applicable

F.7 External auditor review

State whether:

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F.7.1. The ICFR information supplied to the market has been reviewed by the external auditor, in which case the corresponding report should be attached. Otherwise, explain the reasons for the absence of this review.

The Abertis Group has submitted the 2014 ICFR information reported to the market for review by the external auditor. The extent of the auditor’s review procedures was in accordance with Circular E14/2013 of 19 July 2013, of the Institute of Certified Auditors of Spain, publishing the Action Guide and model auditor’s report relating to information on the internal control over financial reporting system (ICFR) of listed companies.

G DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RE COMMENDATIONS

Indicate the degree of the company’s compliance with Corporate Governance recommendations.

Should the company not comply with any of the recommendations or comply only in part, include a detailed explanation of the reasons so that shareholders, investors and the market in general have enough information to assess the company’s behaviour. General explanations are not acceptable.

1. The Bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market.

See sections: A.10, B.1, B.2, C.1.23 and C.1.24.

Compliant X Explain

2. When a dominant and a subsidiary company are stock market listed, the two should provide detailed disclosure on:

a) The type of activity they engage in, and any business dealings between them, as well as between the subsidiary and other group companies;

b) The mechanisms in place to resolve possible conflicts of interest.

See sections: D.4 and D.7

Compliant Partially compliant Explain Not applicable X

3. Even when not expressly required under company law, any decisions involving a fundamental corporate change should be submitted to the General Shareholders' Meeting for approval or ratification. In particular:

a) The transformation of listed companies into hold ing companies through the process of subsidiarisation, i.e. reallocating core activities to subsidiaries that were previously carried out by the originating firm, even though the latter ret ains full control of the former;

b) Any acquisition or disposal of key operating ass ets that would effectively alter the company's corporate purpose;

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c) Operations that effectively add up to the compan y's liquidation.

See section: B.6

Compliant X Partially compliant Explain

4. Detailed proposals of the resolutions to be adopted by the General Shareholders’ Meeting, including the information stated in Recommendation 27, should be made available at the same time as the publication of the Meeting notice.

Compliant X Explain

5. Separate votes should be taken at the General Meeting on materially separate items, so shareholders can express their preferences in each case. This rule shall apply in particular to:

a) The appointment or ratification of directors, wi th separate voting on each candidate;

b) Amendments to the Bylaws, with votes taken on al l articles or group of articles that are materially different.


6. Companies should allow split votes, so financial intermediaries acting as nominees on behalf of different clients can issue their votes according to instructions.

Compliant X Explain

7. The Board of Directors should perform its duties with unity of purpose and independent judgement, according all shareholders the same treatment. It should be guided at all times by the company's best interest and, as such, strive to maximise its value over time.

It should likewise ensure that the company abides by the laws and regulations in its dealings with stakeholders; fulfils its obligations and contracts in good faith; respects the customs and good practices of the sectors and territories where it does business; and upholds any additional social responsibility principles it has subscribed to voluntarily.


8. The board should see the core components of its mission as to approve the company's strategy and authorise the organisational resources to carry it forward, and to ensure that management meets the objectives set while pursuing the company's interests and corporate purpose. As such, the board in full should reserve the right to approve:

a) The company's general policies and strategies, a nd, in particular:

The strategic or business plans, management targets and annual budgets;

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ii) Investment and financing policy;

iii) Design of the structure of the corporate group ;

iv) Corporate governance policy;

v) Corporate social responsibility policy;

vi) Remuneration and evaluation of senior officers;

vii) Risk control and management, and the periodic monitoring of internal information and control syst ems;

viii) Dividend policy, as well as the policies and limits applying to treasury stock.

See sections: C.1.14, C.1.16 and E.2

b) The following decisions:

i) On the proposal of the company’s chief executive , the appointment and removal of senior officers an d their compensation clauses.

ii) Directors’ remuneration, and, in the case of ex ecutive directors, the additional remuneration for their executive functions and other contract conditions.

iii) The financial information that all listed comp anies must periodically disclose.

iv) Investments or operations considered strategic by virtue of their amount or special characteristic s, unless their approval corresponds to the General Sh areholders’ Meeting;

v) The creation or acquisition of interests in spec ial purpose entities or whose registered office is in tax havens and any other similar transaction whose comp lexity might impair the transparency of the group.

c) Transactions which the company conducts with dir ectors, significant shareholders, shareholders with board representation or other per sons related thereto (“related-party transactions”).

However, board representation need not be required for related-party transactions that simultaneously meet the following three conditions:

1. They are governed by standard form contracts applied on an across-the-board basis to a large number of clients;

2. They go through at market prices, generally set by the person supplying the goods or services;

3. Their amount is no more than 1% of the company’s annual revenues.

It is advisable that related-party transactions should only be approved on the basis of a favourable report from the Audit Committee or some other committee handling the same function; and that the directors involved should neither exercise nor delegate their votes, and should withdraw from the meeting room while the board deliberates and votes.

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Ideally the above powers should not be delegated with the exception of those mentioned in b) and c), which may be delegated to the Executive Committee in urgent cases and later ratified by the full board.

See sections: D.1 and D.6


9. In the interests of maximum effectiveness and participation, the Board of Directors should ideally comprise no fewer than five and no more than fifteen members.

See section: C.1.2

Compliant Explain X

The current composition of the Board is considered suitable for ensuring its effective and participatory functioning, taking account of the Company’s particular characteristics, especially with regard to its shareholding structure. Therefore, the 11 proprietary directors reasonably maintain the proportion that the companies that they represent have in the Company's capital, controlling 57.61% overall. In addition to the 11 proprietary directors, there are four independent directors, one external director (the Chair) and one executive director, making a total of 17.

10. External directors, proprietary and independent, should occupy an ample majority of board places, while the number of executive directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control.

See sections: A.3 and C.1.3


11. That among external directors, the relation between proprietary members and independents should match the proportion between the capital represented on the board by proprietary directors and the remainder of the company's capital.

This proportional criterion can be relaxed so the w eight of proprietary directors is greater than would strictly correspond to the total percentage o f capital they represent:

1) In large cap companies where few or no equity st akes attain the legal threshold for significant shareholdings, despite the considerable sums actually invested.

2) In companies with a plurality of shareholders re presented on the board but not otherwise related.

See sections: A.2, A.3 and C.1.3

Compliant X Explain

12. The number of independent directors should represent at least one third of all board members.

See section: C.1.3

Compliant Explain X

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There are 17 board members, four of whom are independent; therefore, the Company does not comply with the recommendation to have one-third of independent directors. This is because of the Company's special characteristics and mainly due to its ownership structure.

13. The nature of each director should be explained to the General Meeting of Shareholders, which will make or ratify his or her appointment. Such determination should subsequently be confirmed or reviewed in each year’s Annual Corporate Governance Report, after verification by the Nomination Committee. The said Report should also disclose the reasons for the appointment of proprietary directors at the urging of shareholders controlling less than 5% of capital; and explain any rejection of a formal request for a board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship.

See sections: C.1.3 and C.1.8


14. When women directors are few or non existent, the Nomination Committee should take steps to ensure that:

a) The process of filling board vacancies has no im plicit bias against women candidates;

b) The company makes a conscious effort to include women with the target profile among the candidates for board places.

See sections: C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 and C.2.4.

Compliant X Partially compliant Explain Not applicable

15. The Chairman, as the person responsible for the proper operation of the Board of Directors, should ensure that directors are supplied with sufficient information in advance of board meetings, and work to procure a good level of debate and the active involvement of all members, safeguarding their rights to freely express and adopt positions; he or she should organise and coordinate regular evaluations of the board and, where appropriate, the company’s chief executive, along with the chairmen of the relevant board committees.

See sections: C.1.19 and C.1 41


16. When a company's Chairman is also its chief executive, an independent director should be empowered to request the calling of board meetings or the inclusion of new business on the agenda; to coordinate and give voice to the concerns of external directors; and to lead the board’s evaluation of the Chairman.

See section: C.1.22

Compliant Partially compliant Explain Not applicable X

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17. The Secretary should take care to ensure that the board’s actions: a) Adhere to the spirit and letter of laws and thei r implementing regulations, including those

issued by regulatory agencies;

b) Comply with the company Bylaws and the regulatio ns of the General Shareholders’ Meeting, the Board of Directors and others;

c) Are informed by those good governance recommenda tions of the Unified Code that the company has subscribed to.

In order to safeguard the independence, impartiality and professionalism of the Secretary, his or her appointment and removal should be proposed by the Nomination Committee and approved by a full board meeting; the relevant appointment and removal procedures being spelled out in the board's regulations.

See section: C.1.34


18. The board should meet with the necessary frequency to properly perform its functions, in accordance with a calendar and agendas set at the beginning of the year, to which each director may propose the addition of other items.

See section: C.1.29


19. Director absences should be kept to the bare minimum and quantified in the Annual Corporate Governance Report. When directors have no choice but to delegate their vote, they should do so with instructions.

See sections: C.1.28, C.1.29 and C.1.30


20. When directors or the Secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, the person expressing them can request that they be recorded in the minute book.


21. The board in full should evaluate the following points on a yearly basis:

a) The quality and efficiency of the board’s operat ion;

b) Starting from a report submitted by the Nominati on Committee, how well the Chairman and chief executive have carried out their duties;

c) The performance of its committees on the basis o f the reports furnished by the same.


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22. All directors should be able to exercise their right to receive any additional information they require on matters within the board's competence. Unless the Bylaws or board regulations indicate otherwise, such requests should be addressed to the Chairman or Secretary.

See section: C.1.41

Compliant X Explain

23. All directors should be entitled to call on the company for the advice and guidance they need to carry out their duties. The company should provide suitable channels for the exercise of this right, extending in special circumstances to external assistance at the company's expense.

See section: C.1.40

Compliant X Explain

24. Companies should organise induction programmes for new directors to acquaint them rapidly with the workings of the company and its corporate governance rules. Directors should also be offered refresher programmes when circumstances so advise.


25. Companies should require their directors to devote sufficient time and effort to perform their duties effectively, and, as such:

a) Directors should apprise the Nomination Committe e of any other professional obligations, in case they might detract from the necessary dedicati on;

b) Companies should lay down rules about the number of directorships their board members can hold.

See sections: C.1.12, C.1.13 and C.1.17

Compliant Partially compliant X Explain

a)Compliant b)Even though the Company has not laid down rules expressly limiting the number of directorships Directors can hold, articles 24 and 26 of the Board of Directors’ Regulations state that Directors shall perform their duties with the diligence of a prudent businessman and a loyal agent.

Therefore, Directors are obliged to dedicate the necessary time and effort in performing their duties. Each Director shall determine this.

26. The proposal for the appointment or renewal of directors which the board submits to the General Shareholders’ Meeting, as well as provisional appointments by the method of co-option, should be approved by the board.

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a) On the proposal of the Nomination Committee, in the case of independent directors;

b) Subject to a report from the Nomination Committe e in all other cases.

See section: C.1.3


27. Companies should post the following director particulars on their websites, and keep them permanently updated:

a) Professional experience and background;

b) Directorships held in other companies, listed or otherwise;

c) An indication of the director’s classification a s executive, proprietary or independent; in the case of proprietary directors, stating the sharehol der they represent or have links with;

d) The date of their first and subsequent appointme nts as a company director, and;

e) Shares held in the company and any share options on the same.


28. Proprietary directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary directors, the latter’s number should be reduced accordingly.

See sections: A.2, A.3 and C.1.2


29. The Board of Directors should not propose the removal of independent directors before the expiry of their tenure as mandated by the Bylaws, except where just cause is found by the board, based on a proposal from the Nomination Committee. In particular, just cause will be presumed when a director is in breach of his or her fiduciary duties or comes under one of the disqualifying grounds enumerated in Ministerial Order ECC/461/2013.

The removal of independents may also be proposed wh en a takeover bid, merger or similar corporate operation produces changes in the company ’s capital structure, in order to meet the proportionality criterion set out in Recommendation 11.

See sections: C.1.2, C.1.9, C.1.19 and C1.27

Compliant X Explain

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30. Companies should establish rules obliging directors to inform the board of any circumstance that might harm the organisation's name or reputation, tendering their resignation as the case may be, with particular mention of any criminal charges brought against them and the progress of any subsequent trial.

The moment a director is indicted or tried for any of the crimes stated in article 213 of the Spanish Limited Liability Companies Law, the board should e xamine the matter and, in view of the particular circumstances and potential harm to the company's name and reputation, decide whether or not he or she should be called on to res ign. The board should also disclose all such determinations in the Annual Corporate Governance R eport.



31. All directors should express clear opposition when they feel a proposal submitted for the board's approval might damage the corporate interest. In particular, independents and other directors unaffected by the conflict of interest should challenge any decision that could go against the interests of shareholders lacking board representation.

When the board makes material or reiterated decisio ns about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next Recommendation.

The terms of this Recommendation should also apply to the Secretary of the board, director or otherwise.


32. Directors who give up their place before their tenure expires, through resignation or otherwise, should state their reasons in a letter to be sent to all members of the board. Irrespective of whether such resignation is filed as a significant event, the motive for the same must be explained in the Annual Corporate Governance Report.

See section: C.1.9


33. Remuneration comprising the delivery of shares in the company or other companies in the group, share options or other share-based instruments, payments linked to the company’s performance or membership of pension schemes should be confined to executive directors.

The delivery of shares is excluded from this limita tion when directors are obliged to retain them until the end of their tenure.


34. External directors' remuneration should sufficiently compensate them for the dedication, abilities and responsibilities that the post entails, but should not be so high as to compromise their independence.

Compliant X Explain Not applicable

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35. In the case of remuneration linked to company earnings, deductions should be computed for any qualifications stated in the external auditor’s report.


36. In the case of variable awards, remuneration policies should include technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company’s sector, atypical or exceptional transactions or circumstances of this kind.


37. When the company has an Executive Committee, the breakdown of its members by director category should be similar to that of the board itself.


Compliant Partially compliant X Explain Not applicable

Given the functions of the Executive Committee, the aforesaid structure is observed, except for the participation of Independent Directors, which is reserved for other Board Committees.

38. The board should be kept fully informed of the business transacted and decisions made by the Executive Committee. To this end, all board members should receive a copy of the Committee’s minutes.


39. In addition to the Audit Committee mandatory under the Securities Market Law, the Board of Directors should form a committee, or two separate committees, of Nomination and Remuneration.

The rules governing the make-up and operation of th e Audit Committee and the committee or committees of Nomination and Remuneration should be set forth in the board regulations, and include the following:

a) The Board of Directors should appoint the member s of such committees with regard to the knowledge, aptitudes and experience of its director s and the terms of reference of each committee; discuss their proposals and reports; and be responsible for overseeing and evaluating their work, which should be reported to the first board plenary following each meeting;

b) These committees should be formed exclusively of external directors and have a minimum of three members. Executive directors or senior office rs may also attend meetings, for information purposes, at the Committees’ invitation ;

c) Committees should be chaired by an independent d irector;

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d) They may engage external advisers, when they fee l this is necessary for the discharge of their duties;

e) Meeting proceedings should be minuted and a copy sent to all board members.



40. The job of supervising compliance with internal codes of conduct and corporate governance rules should be entrusted to the Audit Committee, the Nomination Committee or, as the case may be, separate Compliance or Corporate Governance committees.


Compliant X Explain

41. Audit Committee members, particularly the Chairman, are appointed in light of their knowledge and experience of accounting, audit or risk management.

Compliant X Explain

42. Listed companies should have an internal audit function, under the supervision of the Audit Committee, to ensure the proper operation of internal reporting and control systems.

See section: C.2.3

Compliant X Explain

43. The head of internal audit should present an annual work programme to the Audit Committee, report to it directly on any incidents arising during its implementation, and submit an activities report at the end of each year.


44. Control and risk management policy should specify at least:

a) The different types of risk (operational, techno logical, financial, legal, reputational, …) the company is exposed to, with the inclusion under fin ancial or economic risks of contingent liabilities and other off-balance sheet risks;

b) The determination of the risk level the company sees as acceptable;

c) Measures in place to mitigate the impact of risk events should they occur;

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d) The internal reporting and control systems to be used to control and manage the above risks, including contingent liabilities and off-bal ance sheet risks.

See section: E


45. The Audit Committee’s role should be:

1. With respect to internal control and reporting s ystems:

a) Review internal control and risk management syst ems on a regular basis, so the main risks are prope rly identified, managed and disclosed.

b) Monitor the independence and efficacy of the int ernal audit function; proposing the selection, appointment, reappointment and removal of the head of internal audit; propose the department’s budget; receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its reports.

c) Establish and supervise a mechanism whereby staf f can report, confidentially and, if necessary, anonymously, any irregularities they detect in the course of their duties, in particular financial or accounting irregularities, with potentially serious implications for the firm.

With respect to the external auditor:

a) Receive regular information from the external au ditor on the progress and findings of the audit programme, and check that senior management are act ing on its recommendations.

b) Monitor the independence of the external auditor , to which end:

i) The company should notify any change of auditor to the CNMV as a significant event, accompanied by a statement of any disagreements arising with the o utgoing auditor and the reasons for the same.

iii) The Committee should investigate the issues gi ving rise to the resignation of any external audito r.

See sections: C.1.36, C.2.3, C.2.4 and E.2


46. The Audit Committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.

Compliant X Explain

47. The Audit Committee should prepare information on the following points from Recommendation 8 for input to board decision-making:

a) The financial information that all listed compan ies must periodically disclose. The Committee should ensure that interim statements are drawn up under the same accounting principles as the annual statements and, to this en d, may ask the external auditor to conduct a limited review.

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b) The creation or acquisition of shares in special purpose vehicles or entities resident in jurisdictions considered tax havens, and any other transactions or operations of a comparable nature whose complexity might impair the transparency of the group.

c) Related-party transactions, except where their s crutiny has been entrusted to some other supervision and control committee.



48. The Board of Directors should seek to present the annual accounts to the General Shareholders’ Meeting without reservations or qualifications in the audit report. Should such reservations or qualifications exist, both the Chairman of the Audit Committee and the auditors should give a clear account to shareholders of their scope and content.

See section: C.1.38


49. The majority of Nomination Committee members – or Nomination and Remuneration Committee members as the case may be – should be independent directors.

See section: C.2.1

Compliant Explain X Not applicable

The composition of the Nomination and Remuneration Committee is considered appropriate for ensuring efficient functioning, taking into account the Company's characteristics, especially its ownership structure and the existing Director categories.

50. The Nomination Committee should have the following functions in addition to those stated in earlier Recommendations:

a) Evaluate the balance of skills, knowledge and ex perience on the board, define the roles and capabilities required of the candidates to fill eac h vacancy, and decide the time and dedication necessary for them to properly perform t heir duties.

b) Examine or organise, in appropriate form, the su ccession of the Chairman and chief executive, making recommendations to the board so t he handover proceeds in a planned and orderly manner.

c) Report on the senior officer appointments and re movals which the chief executive proposes to the board.

d) Report to the board on the gender diversity issu es discussed in Recommendation 14 of this Code.

5 5

See section: C.2.4


51. The Nomination Committee should consult with the company’s Chairman and chief executive, especially on matters relating to executive directors.

Any board member may suggest directorship candidate s to the Nomination Committee for its consideration.


52. The Remuneration Committee should have the following functions in addition to those stated in earlier Recommendations:

a) Make proposals to the Board of Directors regardi ng:

i) The remuneration policy for directors and senior officers;

ii) The individual remuneration and other contractu al conditions of executive directors;

iii) The standard conditions for senior officer emp loyment contracts.

b) Oversee compliance with the remuneration policy set by the company.

See sections: C.2.4


53. The Remuneration Committee should consult with the Chairman and chief executive, especially on matters relating to executive directors and senior officers.


H OTHER INFORMATION OF INTEREST

1. If you consider that there is any material aspect or principle relating to the Corporate Governance practices followed by your company that has not been addressed in this report and which is necessary to provide a more comprehensive view of the corporate governance structure and practices at the company or group, explain briefly.

2. You may include in this section any other information, clarification or observation related to the above sections of this report.

Specifically indicate whether the company is subject to corporate governance legislation from a country other than Spain and, if so, include the compulsory information to be provided when different to that required by this report.

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3. Also state whether the company voluntarily subscribes to other international, sectorial or other ethical principles or standard practices. If applicable identify the Code and date of adoption.

CLARIFICATION OF SECTION A.2

- Fundación Bancaria Caja de Ahorros y Pensiones de Barcelona (la Caixa) controls Criteria CaixaHolding, S.A.U., which has 15.364% of the voting rights of Abertis Infraestructuras, S.A. and which, in turn, controls Inversiones Autopistas, S.L. (which holds 7.753% of Abertis Infraestructuras, S.A.). Likewise, la Caixa also controls CaixaBank, S.A. and Vidacaixa, S.A.

- Inmobiliaria Espacio, S.A. owns 100% of Grupo Villar Mir, S.L.U. which, in turn, is an indirect owner of 60.439% of Obrascón Huarte Lain, S.A. (43.799% directly, 10.494% indirectly through GVM and 6.146% indirectly through Espacio Activos Financieros, S.L.U.

Inmobiliaria Espacio, S.A. acquired from OHL Emisiones, S.A.U., which belongs to Grupo OHL, 44,915,253 shares of Abertis Infraestructuras, S.A. representing 5% of its share capital. That acquisition was financed with an equity swap signed with Société Générale Sucursal en España (significant event filing, number 211918, dated 14 October 2014). As a result of that equity swap, Société Générale notified the Comisión Nacional del Mercado de Valores on 16 October 2014 that it had exceeded the 5% threshold of the voting rights in Abertis Infraestructuras.

- Trébol International BV is controlled by Trébol Holdings, S.a.r.L.

In turn, Trébol Holdings, S.a.r.L., advised by CVC Capital Partners, belongs to several investment funds or collective investment institutions (Limited Partnerships), with no company controlling the company. CVC Capital Partners has no powers to exercise voting rights.


Abertis has no evidence of any relevant relationships between owners of significant shareholdings, other than those that arise from ordinary trading activities.


See section D.2.

CLARIFICATION OF SECTION C.1.15

The total board remuneration for 2014 includes the amount of €3,384 thousand corresponding to the CEO's achievement of the targets in the 2012-2014 Incentive Plan, which was generated in 3 years.


As a result of the change in the organisational structure in 2014, the number of managers considered as senior management in 2014 increased, affecting the life-for-like figures.

The total remuneration corresponds to that received by all the employees considered as senior management in 2014, although some of them were not considered as such at year-end.

The total senior management remuneration for 2014 includes the amount of €6,342 thousand corresponding to the achievement of the targets in the 2012-2014 Incentive Plan, which was generated in 3 years.


Article 13. Audit and Control Committee

1. The Board of Directors will appoint from among its members an Audit and Control Committee composed of five (5) members, the majority of whom must always be Non-Executive Directors. At least one of the members of the Audit Committee will be an Independent Director and shall be appointed on the basis of their knowledge and experience in accounting or auditing, or both. 2. Notwithstanding any other task which may be assigned to it by the applicable legislation or the Board, the Audit and Control Committee will exercise the following basic functions: a) To propose to the Board of Directors, for submission to the General Shareholders’ Meeting, the appointment of the external auditors, as well as contracting conditions thereof, the scope of their professional mandate and, as the case may be, the revocation or non-renewal thereof, in accordance with the current regulations; b) To report to the General Shareholders' Meeting regarding questions that arise therein regarding its competencies; c) To review the Company's financial statements, monitor compliance with legal requirements on this subject matter and the correct application of generally accepted accounting principles, and to report on the proposals for the modification of accounting principles and criteria suggested by the management; d) To serve as a channel of communication between the Board of Directors and the accounts auditors or auditing companies, to evaluate the results of each audit and the responses of the management team to their recommendations and to mediate in the event of discrepancies between the two with regard to the applicable principles and policy in the preparation of the financial statements;

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e) To monitor the effectiveness of the internal controls of the Company and the internal audit services, verifying their suitability and integrity and reviewing the appointment and replacement of its officers, as well as supervising the risk control systems and discussing with the auditors any significant weaknesses in the internal control system identified during the course of the audit; f) To monitor the process of preparing and presenting the regulated financial information; g) To supervise the execution of the auditing contract, ensuring that the opinion on the annual accounts and the main contents of the audit report are drawn up clearly and precisely; h) To supervise a mechanism whereby staff can report, confidentially, any potentially relevant irregularities they detect inside the Company, in particular financial or accounting irregularities, as well as those which may constitute a criminal responsibility for the Company; i) To establish the appropriate relationships with the accounts auditors or auditing companies in order to receive information on issues which may jeopardise the independence of the same, to be studied by the Committee, and any other information relative to the audit process and any other notifications envisaged in the legislation and technical regulations concerning the auditing of accounts. In all cases, written confirmation shall be received annually from the accounts auditors or auditing companies of their independence from the entity or entities that are directly or indirectly related to the Company as well as information of any additional services provided to these entities by these auditors or auditing companies, or by persons or entities linked to these in accordance with Royal Decree 1/2011 of 1 July, which approves the revised text of the Law on Accounts Auditing; j) To issue, on an annual basis, prior to the issue of the Audit Report, a report expressing an opinion on the independence of the accounts auditors or auditing companies. In all cases, this report must express an opinion on the provision of the additional services referred to in the foregoing paragraph; k) To consider the proposals made by the Chair of the Board of Directors, the Board members, executives and shareholders of the Company.

The above responsibilities are stated by way of example, without prejudice to any others that may be conferred upon the Committee by the Board of Directors. 3. It will be convened by the Chair of the Committee, either on his/her own initiative or on the request of the Chair of the Board of Directors or of three (3) members of the Committee itself. 4. The Board will appoint a Chair from among those Committee members who are non-executive Directors. The Committee itself will appoint a Secretary and may appoint a Vice-Secretary, neither of whom need to be members thereof. 5. Any member of the management team or Company personnel will be obliged to attend the Audit and Control Committee’s sessions and to provide them with his/her assistance and access to the information s/he has available, if so requested. The Committee can also request that the Company’s auditors attend its sessions.

Article 14. Nomination and Remuneration Committee

1. The Nomination and Remuneration Committee will comprise external Directors in the number determined by the Board of Directors and its composition shall match the proportion between Proprietary Directors and Independent Directors. 2. Notwithstanding other duties which may be assigned to it by the Board of Directors, the Nomination and Remuneration Committee will have the following basic responsibilities: a) To draw up and review the criteria to be followed for the composition of the Board of Directors and the selection of candidates. b) To submit to the Board proposals for the appointment of Directors, so that it may either directly proceed to appoint them (co-option) or submit the proposals to the vote at 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 and amount of the Directors’ annual remuneration. e) To regularly review the remuneration programmes, considering their suitability and returns. f) To propose to the Board of Directors for submission to a non-binding vote at the General Shareholders’ Meeting, the preparation of an annual report on the remuneration of its Directors, pursuant to article 61 ter. of the Securities Market Law. g) To provide information on transactions that involve or might involve a conflict of interests and, in general, on the matters contemplated in Chapter IX of these Regulations. h) To consider the suggestions put to it by the Chair of the Board of Directors, Board members, executives or shareholders of the Company. i) 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 Nomination and Remuneration Committee will meet whenever the Board or its Chair requests the issuance of a report or the adoption of proposals and, in any case, whenever it is appropriate for the proper execution of its duties. It shall be convened by the Chair of the Board or by two (2) members of the Committee itself. 4. The Board will appoint a Chair of the Committee from among the Committee members. The Committee itself will appoint a Secretary and may appoint a Vice-Secretary, neither needing to be members thereof.

Article 14 bis. Corporate Social Responsibility Committee

1. The Corporate Social Responsibility Committee will be formed by External Directors; the Board of Directors will determine the number of members of the Committee, which will be between three (3) and seven (7), and the Committee will be chaired by the Chair of the Board. 2. Notwithstanding other duties which may be assigned to it by the Board of Directors, the Corporate Social Responsibility Committee will have the following basic responsibilities: a) To inform the Board about the general policy, objectives and programmes on corporate social responsibility, make sure that they are adopted and effectively applied and monitor the degree of compliance. b) To review and report on the annual corporate social responsibility report before submitting it to the Board of Directors. c) To recommend the strategy regarding the contributions to Fundación Abertis and make sure use them to fulfil the company's corporate social responsibility programmes. d) Any others related to matters within its competence and which are requested by the Board of Directors or its Chair.

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3. The Corporate Social Responsibility Committee will meet whenever the Board or its Chair requests the issuance of a report or the adoption of proposals and, in any case, whenever it is appropriate for the proper execution of its duties. It will be convened by its Chair or two (2) members of the Committee itself. 4. It will also appoint a Secretary and may appoint a Vice-Secretary, neither of whom need to be members thereof.

CLARIFICATION OF SECTION D.2

Based on the classification until now of "Relationship" and "Type of transaction", the information of Section D.2 is shown as stated in the attached document.

CLARIFICATION OF SECTION D.3

See section D.2

Code of Good Tax Practices

On 25 November 2014, the Board of Directors of Abertis Infraestructuras, S.A. resolved to comply with the Code of Good Tax Practices, drafted within the Large Companies Forum in collaboration with the Spanish Tax Agency. That agreement covers all the companies that form part of the tax group for corporation tax in Spain.

ADDITIONAL INFORMATION can be found in the attached Report on the Functions and Activities of the Audit and Control Committee (2014).

This annual corporate governance report was adopted by the company’s Board of Directors at its meeting held on: 17/02/2015.

List whether any directors voted against or abstained from voting on the approval of this Report.

Yes No X

Appendix to section D - OPERATIONS WITH RELATED PARTIES AND INTRAGROUP OPERATIONS

Company name of significant

shareholder

Comany name of the company or the

group entity

Nature of

relationshipOperation type

Amonut

(thousan

ds of

euros)

Inversiones en autopistas, S.L. Abertis Infraestructuras, S.A. Shareholding Dividends and other profit distributions 44.871

Criteria CaixaHolding, S.A.U. Abertis Infraestructuras, S.A. Shareholding Dividends and other profit distributions 87.672

Trebol Intenational B.V. Abertis Infraestructuras, S.A. Shareholding Dividends and other profit distributions 90.009

Obrascón Huarte Lain, S.A. Abertis Infraestructuras, S.A. Shareholding Dividends and other profit distributions 94.711

CaixaBank, S.A. Abertis Infraestructuras, S.A. Contractual Financial income 3.935

CaixaBank, S.A. Abertis Infraestructuras, S.A. Contractual Financial expenses 4.418

CaixaBank, S.A. Abertis Infraestructuras, S.A. Contractual Guarantees received (limit 65,589) 63.143

CaixaBank, S.A. Abertis Infraestructuras, S.A. ContractualFinancing agreements: loans and capital

contributions (lender) (cash and cash equivalents)350.000

CaixaBank, S.A. Abertis Infraestructuras, S.A. Contractual

Financing agreements: loans and capital

contributions (borrower) - Lines of Credit (limit

350,000)

0

VidaCaixa, S.A. de Seguros y Reaseguros Abertis Infraestructuras, S.A. ContractualFinancing agreements: loans and capital

contributions (borrower) - Loan380.000

VidaCaixa, S.A. de Seguros y Reaseguros Abertis Infraestructuras, S.A. Contractual Receipt of services (insurance) 1.315

VidaCaixa, S.A. de Seguros y Reaseguros Abertis Infraestructuras, S.A. Contractual Financial expenses 8.890

CaixaBank, S.A. Abertis Infraestructuras Finance BV ContractualFinancing agreements: loans and capital

contributions (borrower) - Hedging100.526

CaixaBank, S.A. Abertis Infraestructuras Finance BV Contractual Financial income 5.058

CaixaBank, S.A. Autopistas Aumar, S.A.C.E. Contractual Guarantees received (limit 15,018) 15.018

VidaCaixa, S.A. de Seguros y Reaseguros Autopistas Aumar, S.A.C.E. Contractual Other income (insurance) 1.263

CaixaBank, S.A. Autopistas Aumar, S.A.C.E. Commercial Receipt of services (collection fees cards) 1.442

CaixaBank, S.A. Autopistas, Concesionaria Española, S.A. Contractual Guarantees received (limit 10,000) 3.186

CaixaBank, S.A. Autopistas, Concesionaria Española, S.A. Commercial Receipt of services (collection fees cards) 2.359

VidaCaixa, S.A de Seguros y Reaseguros Autopistas, Concesionaria Española, S.A. Contractual Receipt of services (insurance) 1.136

CaixaBank, S.A.

Autopistes de Catalunya, Societat Anònima

Concessionària de la Generalitat de

Catalunya.

Contractual Guarantees received (limit 12,000) 8.071

CaixaBank, S.A. Infraestructures viàries de Catalunya, S.A. Contractual Guarantees received (limit 14,000) 8.600

CaixaBank, S.A. Holding d'Infrastructures de Transport, S.A.S ContractualFinancing agreements: loans and capital


CaixaBank, S.A. Holding d'Infrastructures de Transport, S.A.S Contractual Financial expenses 2.161

CaixaBank, S.A. Holding d'Infrastructures de Transport, S.A.S Contractual Management or collaboration 8.813

CaixaBank, S.A. abertis Telecom Terrestre S.A. ContractualFinancing agreements: loans and capital

contributions (borrower) (limit: 72,727)38.182

CaixaBank, S.A. abertis Telecom Terrestre S.A. Contractual


contributions (borrower) - Time deposits (limit

65,000)

65.000

CaixaBank, S.A. abertis Telecom Terrestre S.A. ContractualFinancing agreements: loans and capital


CaixaBank, S.A. Retevisión I, S.A.U Contractual Guarantees received (limit 11,974) 5.620

VidaCaixa, S.A de Seguros y Reaseguros Retevisión I, S.A.U Contractual Receipt of services (insurance) 1.076

VidaCaixa, S.A de Seguros y Reaseguros Retevisión I, S.A.U Contractual Other income (insurance) 11.191

CaixaBank, S.A. Tradia Telecom, S.A. Contractual Guarantees received (limit 3,000) 175

CaixaBank, S.A. Tradia Telecom, S.A. Contractual Purchase of tangible, intangible and other assets 1.167

CaixaBank, S.A. Hispasat, S.A. ContractualFinancing agreements: loans and capital

contributions (borrower) (Credit - 6,121 limit)6.121

CaixaBank, S.A. Hispasat, S.A. ContractualFinancing agreements: loans and capital


CaixaBank, S.A. Adesal Telecom, S.L. ContractualFinancing agreements: loans and capital


CaixaBank, S.A. Adesal Telecom, S.L. Contractual Guarantees received (limit 2,827) 2.727





CaixaBank, S.A. Adesal Telecom, S.L. Contractual


contributions (borrower) - Time deposits (limit

5,000)

5.000

VidaCaixa,S.A. de Seguros y Reaseguros Autopista Vasco Aragonesa, S.A. Contractual Other income (insurance) 1.477

CaixaBank, S.A. Autopista Vasco Aragonesa, S.A. ContractualFinancing agreements: loans and capital


CaixaBank, S.A. Autopista Vasco Aragonesa, S.A. ContractualFinancing agreements: loans and capital


CaixaBank, S.A. Autopistas Metropolitanas de Puerto Rico LLC ContractualFinancing agreements: loans and capital

contributions (borrower) (limit 18,490)18.490

CaixaBank, S.A. Abertis Autopistas España, S.A. Contractual Guarantees received (limit 1,000) 5

D.2. Detail those significant operations in amount or relevant for their matter made between the company or its group

and significant shareholders of the company:

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RReeppoorrtt ooff ffuunnccttiioonnss aanndd aaccttiivviittiieess ooff tthhee AAuuddiitt aanndd CCoonnttrrooll CCoommmmiitttteeee ((““AACCCC””)) ffoorr 22001144

CCoommppoossiittiioonn,, dduuttiieess aanndd ooppeerraattiioonn

The Audit and Control Committee was created by the Board of Directors on 14 April 2002.

Its composition, responsibilities and rules have subsequently been amended to comply with applicable obligations and recommendations which have arisen since its creation.

a) Composition

This Committee is an internal body of the Board of Directors and therefore it comprises company directors. The Committee is comprised of 5 members appointed by the Board of Directors, the majority of which are external Directors (with no executive functions). At least one of the Committee’s members will be an independent director and will be appointed with regard to their knowledge and background in accounting, auditing or both matters. The Chairman is elected from the aforementioned External Directors and replaced every four years. He may be re-elected once a period of one year from his departure has transpired.

The Audit and Control Committee currently comprises the following members:

Post Member Date of

appointment Type

Chairman Miguel Ángel Gutiérrez Méndez 24/04/12 Independent external

Member Marcelino Armenter Vidal 26/05/09 External proprietary

Member Carlos Colomer Casellas 12/12/12 Independent external

Member Tomás García Madrid representing OHL Emisiones, S.A.U

20/03/13 External proprietary

Member José Antonio Torre de Silva López de Letona representing Théâtre Directorship Services Gama, S.à.r.l

20/03/13 External proprietary

Secretary Marta Casas Caba 27/11/07 Non-director Secretary

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All Members of the Audit and Control Committee have the necessary knowledge and experience to carry out the duties entrusted to the Committee by the Board of Directors.

b) Duties

Pursuant to Article 22 of the bylaws of abertis and Article 13 of the Board of Directors' Regulations, the basic duties of the Audit and Control Committee are as follows:

a) to propose to the Board of Directors, for submission to the General Shareholders Meeting, the appointment of the external auditors, , as well as the contracting conditions thereof, the scope of their professional mandate and, as the case may be, the revocation or non-renewal thereof, in accordance with legislation applicable to the Company;

b) to inform the General Meeting concerning the issues raised within the Committee for which it is responsible;

c) to review the Company's financial statements, monitor compliance with legal requirements on this subject matter and the correct application of generally accepted accounting policies, as well as to report on the proposals for amending accounting principles and criteria suggested by management;

d) to serve as a channel of communication between the Board of Directors and the auditors, to evaluate the results of each audit and the responses of the management team to its recommendations, and to mediate in cases of discrepancies between the two in relation to the policies and criteria applicable to the preparation of the financial statements;

e) to oversee the effectiveness of the Company’s internal control environment, internal audit and risk management systems, verifying their suitability and integrity and reviewing the appointment and replacement of its officers, and discussing with the auditors any significant weaknesses in the internal control system identified during the course of the audit;

f) to oversee the process for preparing and submitting regulated financial information;

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g) to oversee the performance of the audit engagement, endeavouring to ensure that the opinion on the financial statements and the key content of the auditor’s report are drafted clearly and accurately;

h) to supervise a mechanism whereby staff can report, confidentially, any potentially significant irregularities they detect in the course of their duties, in particular financial or accounting irregularities, as well as those which may incur criminal liability for the Company;

i) to establish the appropriate relationships with the auditors in order to receive information, for examination by the Audit and Control Committee, on matters which may jeopardise the independence of the same and any other matters relating to the audit process and any other communications provided for in audit legislation and technical audit regulations; In any case, on an annual basis, the Audit and Control Committee must receive from the auditors written confirmation of their independence vis-à-vis the Company or entities directly or indirectly related to it, in addition to information on additional services of any kind rendered to these entities by the aforementioned auditors or persons or entities related to them pursuant to Legislative Royal Decree 1/2011, of 1 July, approving the revised text of the Law on the Auditing of Accounts;

j) to issue an annual report, prior to the issue of the Auditor’s Report, containing an opinion on the independence of the auditors. This report must address the provision of any additional services referred to in the preceding paragraph;

k) to consider the proposals made by the President, the Board members, directors and shareholders of the Company.

c) Operation

The Regulations of the Board of Directors set out the basic rules and procedure and operation of the Audit and Control Committee.

The Committee is an advisory and informational body without executive duties. It has powers to inform, advise and propose within its scope of work.

The Audit and Control Committee must meet as frequently as required to perform its duties. Meetings are convened by the Committee Chairman, whether on his own motion or at the behest of the President of the Board or of two Committee members.

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The Committee may request that any member of the Company’s management team or other personnel attend meetings of the Audit and Control Committee to offer their collaboration and provide access to the information available to them. The Committee may also request that the Company’s auditors attend its meetings.

The Audit and Control Committee is validly assembled when the majority of its members attend in person or by proxy. Resolutions are adopted by the majority of the members attending, whether in person or by proxy.

Where applicable, and alternatively, the rules governing the Board of Directors shall apply.

AAccttiivviittiieess

During 2014, the Audit and Control Committee met on eleven occasions and carried out the following activities:

a) Review of economic and financial information

� Annual financial statements

• In February 2014 the Audit and Control Committee read and issued a favourable report on the abertis individual and consolidated annual financial statements and management reports for 2013 prior to their submission to the Board of Directors for formal authorisation.

• In this regard, and in addition to other issues, the Committee:

o Discussed the reasonableness of changes in key financial data, the most relevant transactions or events in the period and changes in accounting policies and any other significant information, with those responsible for their preparation.

o Read the conclusions of the external auditor's work on the individual and consolidated financial statements for the year.

� Half-yearly- financial statements

• In July 2014, the Audit and Control Committee read and issued a favourable report to the Board of Directors on the interim financial statements prior to their approval.

• During that meeting the Committee followed the same procedures as above i.e. discussing and checking with the people responsible for

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preparing the information and reporting the conclusions of the auditor’s limited review.

� Quarterly economic and financial information and other requirements

• The Committee reviewed the process of preparing the rest of the regulated (quarterly) economic and financial information following discussion and verification with the people responsible for its preparation described above, verifying that such information is presented in a manner consistent with the accounting and consolidation principles used to prepare the financial statements. It was also notified of any other requirements made by the CNMV.

� System of Internal Control over Financial Reporting (ICFR)

• The Committee has reviewed the section on the system of Internal Control over Financial Reporting (ICFR) which comprises part of the Annual Corporate Governance Report pursuant to the Securities Market Act and CNMV Circular 5/2013.

• It has also been informed of the conclusions of the auditor’s review of this report and of the reviews carried out by Internal Audit on ICFR monitoring system’ control matrices.

� Other information: Impairment estimates and dividends

• The Committee reviewed the results of the impairment tests carried out on the Group’s main assets (these are one of main judgements and estimates contained in the annual financial statements) and analysed the main assumptions of the calculations that support the figures, whether they coincide with previous years and with those used by analysts and other companies in the same sector.

• At the October 2014 meeting, and prior to submitting its findings to the Board of Directors, the Committee reviewed the figures which showed the Company had sufficient profit for the period to enable it to distribute an interim dividend as well as the liquidity statement establishing there is sufficient cash to make the payment.

b) Relationship with the auditors

� Fees and independence

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• The Committee has monitored the fees charged by the audit firms, including those related to other professional services provided to abertis and its group. We would note that other professional services provided in 2014 are not in conflict with the auditing activities under the rules on conflicts of interests contained in the Finance Law.

• The Committee has verified that there are no objective reasons to question the auditor's independence (by obtaining letters confirming their independence and reviewing the fees received for audit work and non-audit work according to the internally-established limits). It has issued a report on the independence of the auditors in compliance with Securities Market Act 24/1988, of 28 July.

• In October the Committee met with the auditor to ascertain the planning of its audit work on the financial statements and also the outcome of the preliminary phase of its review procedures.

c) Monitoring regulatory developments and good practices

The Committee has been informed of regulatory developments and the actions undertaken in relation to accounting and financial reporting.

Furthermore, the Committee has reviewed the main points included in the update to the COSO report (document containing the basic guidelines for implementation of an integrated internal control framework).

The Committee has proposed to the Board of Directors that all the companies forming part of the income tax group in Spain adhere to the Code of Good Tax Practices.

d) Overseeing Internal Audit

One of the Audit and Control Committee’s duties is to oversee the efficiency of the internal control system at the abertis Group. This function is mainly undertaken by Internal Audit.

� Functions

The Internal Audit-related functions are as follows:

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• To evaluate whether the internal control system guarantees a reasonable level of internal control as regards:

o Safeguarding the Group’s assets o Compliance with applicable external and internal regulations o Effectiveness and efficiency in the transactions and corporate

and support activities o Transparency and completeness of the financial and

management information • To coordinate with external auditors to determine roles concerning

internal control levels.

• To report to senior management and the Audit and Control Committee any anomalies or irregularities, as well as any corrective action proposed.

� Activities

The following activities were carried out by Internal Audit and supervised by the Audit and Control Committee in 2014:

• Reviews

o Those reviews included in the 2014 Audit Plan, as well as other reviews requested by senior management or at the behest of Internal Audit.

o Periodical, systematic monitoring of the recommendations proposed in the reviews.

• 2015 Audit Plan

The Audit and Control Committee has approved the 2015 Annual Review Plan based on:

• the classification, by risk criteria and materiality, of the companies controlled by the Group.

• the definition of the activities to be reviewed: top level transactional processes (revenues, procurements, fixed assets, employees, financial management, technology, etc.), other transactional

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processes (travel, maintenance and warehouse expenses, etc.) and compliance (ICFR, etc.).

• the definition of the review frequency for each of the foregoing processes based on the company classification.

• Internal Audit budget

The Audit and Control Committee has monitored resources and costs of the internal audit function and approved the budget and the allocation of resources for 2015.

e) Risk control

One of the functions of the Audit and Control Committee is to monitor the risk management systems of the abertis Group. This is carried out by the Risk Control department.

� Functions

Risk Control establishes mechanisms to identify, assess, prioritise and monitor the key risks and mitigating actions (control activities and action plans) of the various businesses and corporate areas to minimise these risks so that the Group can achieve its objectives.

� Activities

In 2014, the Committee carried out the following activities:

• Monitoring of the Key Topics in the meetings held in February, April, July and November.

• Review of the risk maps with full update in the April meeting (including control activities and action plans) and monitoring of any changes in risks in the November meeting (main changes and identification of emerging risks).

f) Whistle-blowing channel

Review the level of implementation of the whistle-blowing channel in the various countries, monitoring activities in those countries where it is already in place and encouraging effective implementation where it is not.

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g) Evaluation of the Audit and Control Committee

In order to comply with the recommendations of the Unified Good Governance Code (the Conthe Code) concerning evaluating the Audit and Control Committee, the Committee itself prepared a self-assessment report of its activities, which it qualified as satisfactory.

abertis infraestructuras, s.a. · in third parties 17,584 51,294 finance costs 18.d (359,524)...

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