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ANNUALREPORT

2010

TABLE OF CONTENTS

001INTRODUCTIONPÁG. 03Brisa 2010 3Brisa Profile 4Chairman’s Statement 5Main indicators 9Macro economic overview 11

002ROAD CONCESSIONSPÁG. 15

003OPERATION AND MOBILITYPÁG. 29Brisa Operação e Manutenção 30Road Safety 34

004MOBILITY SERVICESPÁG. 35Via Verde 36Mcall 38BIT 39Controlauto 40

005TRANSPORT INFRASTRUCTURESPÁG. 41

006INTERNATIONAL BUSINESSPÁG. 45Sale of CCR holding 46NWP 47Movenience 47BNV Mobility – Brisa Nedmobiel Ventures 47Brisa Feedback Ventures 48

008FINANCIAL REPORTPÁG. 55

009CORPORATEGOVERNANCEPÁG. 71

010FINAL NOTEPÁG. 100

011CONSOLIDATED FINANCIALSTATEMENTS AND ATTACHED NOTESPÁG. 101

012EXHIBIT: TRAFFIC STATISTICSPÁG. 175

Brisa Concession 16Atlântico Concession 21Brisal Concession 23Douro Litoral Concession 25Baixo Tejo Concession 26Litoral Oeste Concession 28

BEG 42Ferrovia de Alta Velocidade 43Aeroportos 43TIIC 44

007CORPORATESUSTAINABILITYPÁG. 49

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ANNUAL REPORT 2010 • TABLE OF CONTENTS

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ANNUAL REPORT 2010 • 001 BACKGROUND

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001INTRODUCTION

JAN

Brisa presents BIT–Brisa inovação e Tecnologia, resultingof the merger of the Innovation and Technology Divisionand Brisa Access Electrónica Rodoviária. BIT is acompetence centre for state-of-the-art road technologies,providing research, design, production, installation andmaintenance of all intelligent road transportationsystems.

A9 motorway (CREL) closed to traffic in both directionsfrom the intersection with A16 to Belas intersection,following landslide.

FEB

Subsection of the A9 Motorway (CREL) from BelasIntersection to A16 intersection closed down in Januaryfollowing landslide, reopened to traffic in Alverca-Estádiodirection.

MAR

Brisa General Shareholders Meeting approves 2009Annual Report and distribution of dividend of €0.31 pershare.

Brisa issues its Sustainability Report, audited by externalagency and rated GRI A+ Third Party Checked, accordingto Global Reporting Initiative indicators.

Subsection of the A9 Motorway (CREL) from BelasIntersection to A16 intersection reopened to traffic inEstádio-Alverca direction. Traffic on the A9 Motorway(CREL) resumed to normal.

APR

Brisa pays dividend of €0.31 per share.

MAY

ELOS group of companies, co-led by Brisa (16.3%) signscontract for the Poceirão/Caia high speed trainconcession. This concession, granted for a period of 40years, includes construction and maintenance andrepresents a total investment of EUR 1.495 million

S&P rating agency reviews Brisa's rating to BBB- fromBBB, with outlook stable.

JUN

Brisa enters agreement with remaining shareholders tosell 6% of the share capital of Brazilian CCR and allrelated equity holdings. As result, Brisa is free to sell theremaining lot of ordinary shares held in CCR,corresponding to 10.35% of the company's share capital.

JUL

Fitch rating agency rates Brisa BBB+ rating watchevolving, based on the impact of its CorporateReorganization.

SEP

Brisa sells 6% of CCR share capital, for approximatelyEUR 430 million, according to previously announcedterms.

OCT

Brisa sells further 15.1 million CCR shares, at the unitprice of Real 46.00, a transaction of nearly EUR 300million.

NOV

Brisa 8th Investors’ Day

DEC

Brisa sells further 30 million CCR shares, at the unit priceof Real 43.00 - a transaction of nearly EUR 478 million.This operation completes the sale of Brisa's 16.35% stakeit held in CCR share capital, for a total sum of EUR 1.2billion.

Following the Extraordinary Shareholders' Meeting heldon December 17, Brisa concludes its corporatereorganization process, which was being prepared overthe past two years. Following this operation, Brisa -Concessão Rodoviária, S.A. bond issues were rated A- byFitch and Baa1 by Moody's.

BRISA 2010

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ANNUAL REPORT 2010 • 001 INTRODUCTION

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BRISA PROFILE With 39 years of activity Brisa Auto-estradas is one of the largestmotorway operators in the world and the biggest transportinfrastructures company in Portugal.

Established in 1972, Brisa holds six road concessions in Portugal -Brisa, Atlântico, Brisal, Douro Litoral, Baixo Tejo and Litoral Oeste,including 23 motorways. Brisa concession stands out, as it operates12 motorways representing a total of 1 116 km spread throughoutthe country, from North to South and East to West.

On the international front, Brisa controls the Northwest Parkwayconcession in the USA, its first asset on North American soil.

Brisa's experience abroad includes since 2001 a stake in the largestmotorway operator in Latin America, the Brazilian company CCR -Companhia de Concessões Rodoviárias. In 2010, Brisa sold itsholding in CCR with proceeds over EUR 1,1 billion.

In support of its operations, Brisa operates a number of roadrelated businesses, including Brisa Operação e Manutenção (BrisaO&M), which provides assistance to all the Group's domesticconcessionaires. Via Verde, one of Brisa's most emblematicproducts, is an electronic payment system which automaticallydebits the user's bank account of the corresponding toll to thedistance travelled.

Present in the capital market for over a decade, Brisa is listed onEuronext Lisbon and part of its main index, the PSI 20. At the endof 2010, its market capitalization was over 3 000 million euros.

Brisa is also part of Euronext 100 – an index made up of the largestcompanies in France, Holland, Belgium and Portugal; BloombergEuropean 500 - an index including the 500 European companieswith largest market capitalization; and FTSE4 Good, the Europeanreference index for social responsibility.

CONCLUSION OF THE CORPORATEREORGANIZATION

Brisa finished in December 22, 2010 the corporate reorganizationwhich was first proposed in the General Meeting of 2009. Thisreorganization was successfully completed thanks to the workdeveloped with different stakeholders since that date, namely theConcession Grantor, the European Investment Bank and remainingfinancial partners, rating agencies and the regulatory andsupervision authorities.

The corporate reorganization which Brisa undertook focused,amongst other things, the splitting off of the road business developedpursuant to a concession contract and governed by the “Bases”attached to Decree-Law 294/97, of 24 October, amended by Decree-Law 247-C/2008, of 30 December and approved by Council ofMinisters Resolution no. 198-B/2008, of 31 December, into a vehiclecompany created for this specific purpose. Under the terms andpursuant to Base XLII attached to the said decree-law and to clause40 of the said concession contract, Brisa transferred to BRISAConcessão Rodoviária S.A. (BCR)- a company which it fully controls -its contractual position as concessionaire. This operation included thetransfer to BCR by means of a capital increase by contributions in kindcarried out and subscribed on 22 December 2010, of all assets and

STRUCTURE FOLLOWINGREORGANIZATION

FINANCIAL RESERVESUPPORT TO POTENTIAL NEEDSSUPPORT TO THE DIVIDEND POLICY(RE)CAPITALIZATION NEEDSSPECIFIC GRWTH OPPORTUNITIES

BCR

BCR

STRONG FINANCIAL PROFILESOLID PLATFORM FOR ACCESS TO FINANCING

OTHER CONCESSIONS

BRISAL | DOURO | ATLÂNTICO | BAIXO TEJOLITORAL OESTE | OUTROS ACTIVOSPROJECT FINANCE WITH GRADUAL REPAYMENT AND LOWREFINANCING RISKLONG TERM FINANCING

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liabilities allocated to the development of the businesses covered bythe object of the concession contract, namely know-how, personnel,contractual positions and equipment. The concessionaire is now BCRand its corporate object is exclusively the operation and maintenanceof the road network formerly operated and maintained by Brisa. Asfar as liabilities are concerned, specifically debt, the operationinvolved the transfer to BCR of bond issues carried out pursuant tothe Euro Medium Term Note (EMTN) programme, as well as theEuropean Investment Bank (EIB) loans, a credit securitizationoperation and a number of credit lines with national and internationalbanks. Besides debt, contractual positions in various interest ratehedging operations and bank guarantees were also transferred toBCR.

In addition to this important aspect, it is worth mentioning that thereorganization operation required other relevant steps in order toachieve the designed final structure, namely:

• Split off of part of the operation and maintenance businessdeveloped by the Group into Brisa O&M S.A., a company 100%controlled by Brisa (this operation was carried out in December2009);

• Split off of the research and innovation business developed bythe Group into Brisa Inovação e Tecnologia S.A., also 100%controlled by Brisa (this operation was also carried out inDecember 2009);

• Reorganization of the operational companies of the Brisa Group(existing or set up in the meantime), through the creation ofintermediate equity holding structures to develop differentbusiness branches and areas;

• Maintenance of Brisa Auto-Estradas de Portugal, S.A. as vertex ofthe Brisa Group and listed company, developing its own activities.

The corporate reorganization now completed improvedorganizational efficiency, in both operational and financial terms,and paved the way to the implementation of a new managementmodel designed to achieve the development strategy laid down forthe Brisa Concession and remaining business areas of the Group,while providing the stability required to carry this strategy through.

In addition to the transfer of debt, a new contractual package wasimplemented, aggregating common terms and conditionsapplicable to BCR financial debt whether contracted on thebanking market or issued on the capital market. This new packageincluded a structure of covenants and guarantees similar to thoseexisting in other road projects, namely:

• Compliance with additional ratios and information duties;

• Restrictions to the development of other businesses;

• Subscription of additional debt subject to specific controlmechanisms;

• Creation of reserve accounts to ensure, among other things,compliance with the debt service;

• Setting up of a pledge on the shares, bank accounts and assetsof BCR in favour of creditors;

• Entering of a Direct Agreement with the State/Concession Grantor.

This set of contractual obligations provided an effective ring-fencing of Brisa Concession - as BCR financial backers are exposedto this concession alone, and led to an improvement and stabilityin ratings: Fitch's A- (stable); Moody's BBB+ (stable).

On the other hand, from a more exogenous perspective, with acontractual structure similar to that of remaining concessions (and

sub-concessions, as the case may be), the new Brisa Concession isnow more in line with the Government's harmonization policy forthe road sector and has a dedicated management team that cannow focus on managing the concession and strengthening therelationship with the Concession Grantor.

The implementation of this new organization model for the BrisaGroup has the following advantages:

It allows a stable and strong rating, as recognized byMoody’s (Baa1) and Fitch (A-). This rating was obtained in spiteof the very unstable financial environment, at international leveland the deterioration of the rating of the Portuguese Republic.Recognition by rating agencies of the ring-fencing provided byBCR's innovating financial structure was crucial to the ratingresults obtained. Having a financially strong company with stableratings is indispensable to ensure the Company's access tointernational debt markets and thus guarantee its refinancingcapacity, so difficult under present market conditions.

It enabled the renegotiation of the European InvestmentBank loans Thanks to BCR's ring-fencing, it was possible tonegotiate with the EIB the transfer to BCR of the loans contractedby Brisa Auto-Estradas de Portugal, in the amount of ? 780 million.All the while, the company negotiated with the EIB theconsolidation of the existing 16 financing contracts into one soleloan, with extended maturity (up to 2030). This renegotiationreduced by approximately € 275 M the repayment of the debt tothe EIB in the next five years.

It contributes to a stable dividend policy In so far as it reducesuncertainty in relation to future refinancing capacity and it easesthe pressure to reduce the Group's debt in the medium term, itenables Brisa to comply with its dividend distribution policy.

It boosts the development of business opportunities. As thepressure to reduce debt at consolidated level is lower, a larger sliceof available funds can be allocated to investments likely to createshareholder value.

It provides a greater visibility of the various assets andrespective cash flow In organizational terms, the Brisa Group cannow adopt a structure that is compatible with its positioning ofconcession portfolio manager.

It will allow improving the efficiency of the differentbusiness areas Priorities and goals can be better defined and coreskills specific to each business can be strengthened.

It will increase management efficiency at Brisa ConcessionWith a dedicated management team, the Company can focus onoptimizing operation and managing the relationship with theConcession Grantor.

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2010 was a year of significant achievements and very important asfar as Brisa is concerned. Naturally, the Group was affected by thehard and adverse macro economic situation which Portugal isfacing. However, the deep changes that it has carried through willspur its competitiveness, solidity and growth.

Economic hardship

Business activity was hurt by a number of external factors, withinstability in international financial markets and deterioration ofsovereign debt playing a central role. At financial level and in termsof stock market performance, we saw an excessive correlationbetween the rise in Portugal's sovereign risk and Brisa's stockperformance.

In economic terms, we experienced the stepping up of direct andindirect taxes and the climbing of raw-material prices.These factorscombined with the resurgence of inflation and rising financingcosts shrunk household disposable income. This inevitably affectedtraffic on Brisa's motorway network, which fell by 3% in 2010. Partof this drop, however, derives from the impact of competition of theformer (toll-free) SCUTS in the first nine months of the year.

Improving operationalefficiency

The biggest changes were made at operation level. The search forincreased efficiency in processes and systems gave rise to a newtoll payment system - Via Manual. The most visible aspect of thissystem is the semi-automatic toll payment machine, which allowsdrivers to use any payment means they want. This project will bringgreater efficiency to toll collection, with considerable gains.The introduction of toll collection in SCUT roads in the north of thecountry was another relevant event contributing to our operationalefficiency. The adoption of electronic toll collection in thesemotorways resulted in a significant rise in the number of Via Verdesubscribers and total transactions, with a positive impact on thecosts per transaction borne by concessionaires. Via Verde is nowpresent in three other motorways, which all in all cover 173 km oftolls. The introduction of tolls in four other SCUTs scheduled for2011 should double the number of Via Verde transactions,bolstering Via Verde leading role in electronic toll collection.

All the while, Brisa continued working on improving energy, waterand fuel consumption and CO2 emissions. To this end, it createdthe Brisa Eco-efficiency index to measure the rationality and theimpacts of our operation. In addition to being an efficiency and riskmanagement tool of crucial importance for the Group, this indexwill be used to gauge Brisa's performance in the different aspectsof environmental management.

Dynamic portfolio management

On par with the search for more efficient processes and solutions,the Group continued to develop its growth strategy withconsiderable success.

The contract for the Poceirão-Caia high speed train concessionentered by the ELOS consortium and the Portuguese State,involving the construction of 167 km of high speed railway and aninvestment of 1.5 billion euros, marks Brisa’s transformation froma road operator into a global transport infrastructures operator.

The selling of the stake in CCR - Companhia de ConcessõesRodoviárias concluded on 15 December was a key turning point inthe Group's international positioning. After ten years of successfuloperation in association with local partners, Brisa decided to leaveBrazil, as it could not increase its minority holding. The operationbrought in proceeds over € 1.1 billion and will allow Brisa toreplicate the model followed in Brazil in other geographies.

Having analysed existing opportunities, we selected India andTurkey as priority markets for our international activity. The setting-up of the Feedback Brisa Highways joint-venture in India in lateNovember attests for the strength of this new phase ofinternational expansion.

Still with regard to the management of our interests, it is worthmentioning the dialogue which Brisa kept with the State, viewingto conform Brisal and Douro Litoral to the availability fee model ofthe state-owned company EP-Estradas de Portugal.

Conclusion of the CorporateReorganization

The greatest transformation, however, was the one resulting fromthe corporate reorganization of the Brisa Group, the core aspect ofwhich was the transfer of Brisa Concession, including assets andliabilities, to a new company - BCR - Brisa Concessão Rodoviária.This restructuring, started following the revision of Brisa'sconcession contract in December 2008, also involved thesegregation of business areas, the integration of existingcompetences in new associates and the redistribution of ourhuman resources, which are the backbone of the Group.

The new corporate structure marks a new phase in Brisa’s history,in particular for its implications in the Group's financial structure.The reorganization bolstered Brisa's financial solidity and ratings,improved asset management efficiency and provided cash flowvisibility, based on sustained growth and a stable shareholderremuneration policy, which should be of at least € 0.31 cents pershare for the next five years.

Brisa has thus entered 2011 equipped with a new corporatestructure, financially more solid, operationally more efficient andwith added development potential. We believe to have establishedthe bases for a stable dividend and growth-driven policy.

001CHAIRMAN’S STATEMENT

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NETWORK 2006 2007 2008 2009 2010

NUMBER OF MOTORWAYS UNDER DIRECT CONCESSION 11 16 16 13 14

NUMBER OF KILOMETRES OF MOTORWAYS UNDER DIRECT CONCESSION 1 106 1 346 1 356 1 227 1 227

NUMBER OF KILOMETRES UNDER DIRECT CONCESSION OPEN TO TRAFFIC 1 074 1 135 1 254 1 201 1 201

NUMBER OF KILOMETRES OPEN TO TRAFFIC, INCLUDING SUBSIDIARIES 2 696 2 757 3 270 3 333 1 497

NUMBER OF KILOMETRES OPEN TO TRAFFIC, ADJUSTED TO % OWNERSHIP 1 352 1 479 1 644 1 625 1 326

OPERATION (AMOUNTS IN MILLION EUROS)1

TOTAL OPERATING INCOME, EUROS 586 646 686 677 674

TOLL REVENUES, EUROS 511 576 583 590 574

TOLL REVENUE/TOTAL OPERATING INCOME, % 87% 89% 85% 87% 85%

EBITDA1 418 460 483 482 474

EBITDA MARGIN, % 71% 71% 70% 71% 70%

EBIT2 294 281 276 217 52

EBIT MARGIN, % 50% 44% 40% 32% 8%

NET PROFIT FOR THE YEAR ATTRIBUTABLE TO SHAREHOLDERS 167 259 151 150 778

1 Earnings before interest gains and losses, tax and depreciation and amortization2 Earnings before interest gains and losses and tax

BALANCE SHEET (AMOUNTS IN MILLION EUROS)1

SHARE CAPITAL, TOTALLY SUBSCRIBED AND PAID UP1 600 600 600 600 600

EQUITY AND NON-CONTROLLING INTERESTS 1 566 1 691 1 366 1 338 1 893

LIABILITIES 2 873 3 668 4 228 3 975 4 192

TOTAL NET ASSETS 4 439 5 359 5 590 5 313 6 086

EQUITY/NET ASSETS, % 35% 32% 24% 25.2% 31.1%

RETURN ON EQUITY (ROE), % 10.7% 15.3% 8.9% 11.0% 58.2%

RETURN ON ASSETS (ROA), % 3.8% 4.8% 2.8% 2.7% 14.7%

1 With nominal value of one euro per share2 ROE (n) = Net Income(n) /Equity (n-1)3 ROA (n) = Net Income(n) /Assets (n-1)

DEBT*

NET DEBT 2 364 3 208 3 674 3 344 2 199

NET DEBT/EBITDA, % 5.7 7.0 7.6 6.9 4.6

EBITDA/INTEREST CHARGES, % 5.2 4.1 2.8 3.4 3.5

SHARES

NUMBER OF ISSUED SHARES, MILLION 600 600 600 600 600

PRICE AT YEAR END, EUROS 9.45 10.05 5.35 7.18 5.22

MARKET CAPITALIZATION AT YEAR END, MILLION EUROS 5 670 6 030 3 211 4 308 3 131

EARNINGS PER SHARE, EURO CENTS 28 43 25 25 130

(GROSS) DIVIDEND PER SHARE 28 31 31 31 31**

PER AT YEAR END 34 23 21 29 4

* IFRS**Proposal for the appropriation of net income

KEY PERFORMANCEINDICATORS

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MACRO ECONOMICBACKGROUNDEconomic recovery signs that started to emerge at the end of 2009effectively saw the light in 2010, with world GDP rising by 4.6%.The pace of this upturn, however, began slowing down throughoutthe year as temporary growth factors, namely governments'budget stimulus, ceased without giving rise to a self-sustainablegrowth pace. Emerging economies, on the other hand, are growingat a more controlled albeit sustainable rate, anticipating amoderate upswing in the short term.

Throughout 2010, main world stock exchanges continued theupward trend started in 2009, beating pre-crisis levels, with theGerman DAX, the US DOW and the British FTSE rising by 31%, 25%and 23% respectively. Conversely, the Portuguese stock exchangeunderperformed, with the PSI 20 accumulating losses of 10% forthe year, translating the increase in sovereign debt risk and itsimpact on Portuguese companies.

MACRO ECONOMICBACKGROUNDEUROPE AND PORTUGAL

The development of the Eurozone economy in 2010 wasencouraging, with GDP recording a surprisingly positive growth(1.7% vs. -4.1% in 2009). Conversely to expectations, whichpointed to a recovery based on temporary factors, such asadjustment in stocks and stimulus measures, the economic upturnin the EU is evolving as seen in previous recoveries: a first phasesustained by exports, which have increased sharply; a secondphase, which is now taking off, with exports boosting investment.

Job creation will be the subsequent phase, as the labour marketreaction to economic recovery is always slower. In 2010 theunemployment rate in the Eurozone surpassed 10% and generalconditions in the employment market are likely to remain fragile,since temporary incentives have ceased and there are structuraladjustments under way, particularly in the Public Sector. Againstthis background, inflation remained under control (1.5% in 2010)despite the rise in raw material prices and indirect taxes in somemember States.

As result of budget consolidation measures and structural policiesadopted to promote sustainable growth, government deficitsstarted to lose weight. Unfortunately, performance is not the samefor every Member State, and this fact combined with the slowdownof world activity and the end of temporary incentives, hinders theshort term outlook for the EU economy.

The Portuguese economy is characterized by weak productivity andcompetitiveness and an enormous dependence from abroad inboth financial and trade terms and it has therefore been mainlyand increasingly backed by external debt.

In this environment of contracted economic partners, deteriorationof the labour market and failure to restructure key sectors, PublicFinances have been severely affected forcing financial markets tokeep Portugal under a wary eye, this prompting a severe rise inpublic debt yields. In an attempt to ease the pressure, theGovernment announced austerity measures in May and then inSeptember, some of which were already implemented in 2010.

In spite of all, GDP should have grown 1.25% mainly in the firsthalf of the year, as private consumption benefited from reducedinterest rates and anticipated the announced rise in VAT.

OIL AND ROAD FUEL PRICES

Despite a high volatility in oil prices in 2010 - ranging fromminimum levels of USD 70 to USD 90 at the end of December, the

rise in prices stood considerably below that occurred in 2009: 12%vs. 70% Average Brent prices stood at USD 79,5, representing anincrease by 28% over 2009. In the Eurozone, the increase in oilprices throughout the year was of 17% (EUR 80 to EUR 94 perbarrel) due to the evolution of the USD against the EUR, whichappreciated by 7% in 2010.

During 2010, the price of oil in the U.S. market, showed a stabilitynot known in previous years. In fact, 2008 and 2009 have recordedminimum and maximum amplitudes between 360% and 140%respectively but in 2010 the price of Oil ranged from a minimum of$ 66 in May and a maximum of $ 91 in December, an overallchange of less than 40 %. Therefore, a lower volatility and agradual fixing of oil prices at high levels has occurred, with theaverage price rising to nearly $80 in 2010. Oil prices in the eurozone followed the trend described earlier, ranging between theminimum and maximum of EUR 70 to EUR 94 per barrel.

THE CAR MARKET

In 2010 the European Union (EU15) car market continued todecline, posting a cumulative drop of 36% since 2008. Car sales inmajor world economies have kept below the long term trend,expressing limited risk of continued downward trend. In Portugal,sales recovered to 2008's levels (270 000 vehicles) explained bythe bringing forward of car purchases motivated by the VAT riseannounced for 2011, with sales jumping by almost 50% inDecember as against the previous month.

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2007 2008 2009 2010

ZONA EURO

PIB 2.9 0.4 -4.1 1.7

INFLAÇÃO 2.1 3.3 0.3 1.5

DESEMPREGO 7.5 7.5 9.5 10.1

EUA

PIB 7.9 0.0 -2.7 2.7

INFLAÇÃO 2.7 3.3 0.2 1.7

DESEMPREGO 4.6 53.8 9.3 9.6

PORTUGAL

PIB 2.4 0.0 -2.6 1.3

INFLAÇÃO 2.4 2.7 -0.9 1.4

DESEMPREGO 8.1 7.7 9.6 10.5

Fonte: Previsões de Outono da UE, Novembro 2010

KEY ECONOMIC INDICATORS

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4,0

2,0

0,0

-2,0

-4,0

-6,0

GDP GROWTHRATE (%)

2007

Euro Area USA PortugalSource: Banco de Portugal

2008 2009 2010

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1,70

1,60

1,50

1,40

1,30

1,20

1,10

1,00

0,90

0,80

EVOLUTION IN AVERAGE FUELRETAIL PRICES, 2007-2010

J M M J S N J M M J S N J M M J S N J M M J S N

Average Diesel Petrol

2007 2008 2009 2010

10%

5%

0%

-5%

-10%

-15%

-20%

-25%

-30%

EVOLUTION OF NEWCAR SALES, 2004-2010

Portugal

EU15

Source: Instituto Nacional de Estatística

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ANNUAL REPORT 2010 • 002 ROAD CONCESSIONS

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ROADCONCESSIONS AT THE END OF 2010, THE PORTUGUESE ROADCONCESSION MARKET WAS MADE UP OF 21CONCESSIONS, INCLUDING 3 000 KM OF MOTORWAYS.BRISA RUNS HALF OF THESE 3 000 KILOMETRES HOLDING6 MOTORWAY CONCESSIONS, DISTRIBUTED AS FOLLOWS:

1.Brisa Concessão Rodoviária (100% controlled by Brisa), with anetwork of 11 motorways and 1116 km under concession. Thisconcession ends in 2035.

2.Auto-estradas do Atlântico (50% held by Brisa), consisting oftwo motorways (A8 and A15), totalling 170 km. This concessionends in 2028.

3.Litoral Centro (Brisal) (70% held by Brisa), which operates theLitoral Centro (A17) motorway, with 93 km. This concession ends in2034.

4.Douro-Litoral (45% held by Brisa), a concession for 3 motorways(A32, A41 and A43), covering a total length of 129 km. Thisconcession ends in 2034.

5.Baixo Tejo (30% held by Brisa), concession awarded in January2009 operating 68 km of roads located on the southern bank of theTagus. This concession is valid up to 2038.

6.Litoral Oeste (15% Brisa), concession awarded in February 2009,located in the West region and spreading to East, linking the A1 (BrisaConcession) to the A17 (Brisal) and the A8 (Atlântico).Total of 112km,19km of which tolled. This concession ends in 2038.

BRISA CONCESSION

The network operated by BCR pursuant to concession includes 12motorways, totalling 1 101.9 km, not including the future access tothe New Lisbon Airport.

The company presently operates 11 motorways totalling 1094.6km, of which 1 012.8 km are subject to tolls.

The network will be completed with construction of the A33motorway, corresponding to the access to the New Lisbon Airport.BCR network includes links to the logistics platforms of LisboaNorte, Poceirão and Alto da Guerra, on the EN10, still underconstruction.

The network includes the country's main road axes, namely thecoastal corridor and the Lisbon-Madrid connection. It furtherincludes important circular roads around the metropolitan areas ofLisbon and Oporto. The concession will end in 2035, according tothe new concession contract negotiated in 2008 with thePortuguese State.

WIDENING, EXPANSION AND MAINTENANCE

Under the terms of the Concession Contract, the number ofmotorway lanes must be widened from 2 to 3 and 3 to 4 lanes ineach direction when Average Daily Traffic (ADT) of respectivemotorway exceeds 35 thousand or 60 thousand cars, respectively.

In 2010 the Company completed the widening from 2 to 3 lanes ofthe sub-stretches Estarreja-Feira on the A1 motorway and Coina-Palmela on the A2/A12 motorway. The last part of the wideningfrom 2 to 4 lanes of sub-stretch Águas Santas–Maia on the A3(Porto/Valença motorway) was also finalized.

Widening works in progress concern 13.8 km on sub-stretch Maia-Santo Tirso on the A3 (Porto/Valença) and sub-stretch Valongo-Campo on the A4 (Porto/Amarante).

In terms of the investments required pursuant to the concessioncontract, BCR continued to develop the project of the road accessto the logistics platform of Poceirão and completed the design planfor the Soure Junction. Road works started during the year includedthe beginning of construction of the access to the Lisboa Nortelogistics platform in Castanheira do Ribatejo and road link to Altoda Guerra (A12–EN10, in Setúbal).

002ROADCONCESSIONS

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At road maintenance level, in addition to various specificinterventions made, the following pavement works werecompleted:

• Improvement works / pavement reinforcement of Sacavém-Viaduto do Trancão Junction and Sacavém-São João da Talhasub-stretch on the A1 (Auto-estrada do Norte);

• Pavement improvement works on Grândola Norte-Grândola Sulsub-stretch, south/north direction, on the A2 (Auto-estrada doSul);

• Pavement improvement works on Braga Oeste–EN 201-Ponte deLima Sul sub-stretches on the A3 (Auto-estrada Porto/Valença).

As of 31 December 2010, ongoing works included pavementimprovement of sub-stretches Alcácer do Sal-Grândola Norte onthe A2 (Auto-estrada do Sul) and Montijo-Pinhal Novo on the A12(Auto-estrada Setúbal/Montijo).

Periodical inspections continued to be made, the results of whichare introduced in the Pavement Management System to be used inimprovement studies. The company also continued to deploy noisemitigation equipment throughout the network.

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MOTORWAYS LENGTH (KM)

TOLLED TOLL-FREE TOTAL 2X2 LANES 2X3 LANES 2X4 LANES

A1 – AUTO-ESTRADA DO NORTE 277.8 17.4 295.2 160.6 127.3 7.3

A2 – AUTO-ESTRADA DO SUL 225.2 9.6 234.2 202.8 32.0

A3 – AUTO-ESTRADA PORTO/VALENÇA 101.3 11.5 112.8 104.4 8.4

A4 – AUTO-ESTRADA PORTO/AMARANTE 48.3 3.0 51.3 51.3

A5 – AUTO-ESTRADA DA COSTA DO ESTORIL 16.9 8.1 25.0 3.8 21.2

A6 – AUTO-ESTRADA MARATECA/ELVAS 138.8 19.1 157.9 157.9

A9 – CIRCULAR REGIONAL EXTERNA DE LISBOA 34.4 34.4 34.4

A10 – AUTO-ESTRADA BUCELAS/CARREGADO/IC3 39.8 39.8 7.4 32.4

A12 – AUTO-ESTRADA SETÚBAL/MONTIJO 24.8 24.8 5.2 19.6

A13 – AUTO-ESTRADA ALMEIRIM/MARATECA 78.7 78.7 78.7

A14 – AUTO-ESTRADA FIGUEIRA DA FOZ/COIMBRA NORTE 26.8 13.1 39.9 39.9

TOTAL 1 012.8 81.8 1 094.6 812.0 266.9 15.7

CHARACTERISTICS OFBRISA CONCESSION IN 2010

MOTORWAYS LENGTH (KM) TYPE

A 3 - AUTO-ESTRADA PORTO/VALENÇA

SUB-STRETCH MAIA – SANTO TIRSO 12,8 2X3

A 4 - AUTO-ESTRADA PORTO/AMARANTE

SUB-STRETCH VALONGO - CAMPO 1,0 2X3

WIDENING WORKS INPROGRESS IN 2010

13

ECONOMICINDICATORS

1

523,6386,473,80%

EBITDA

NUMBER OF EMPLOYEES

OPERATING REVENUES

MILLION EUROS

MILLION EUROS

EBITDA %

1 Pro forma values

18


TYPE OF INVESTMENT 2005 2006 2007 2008 2009 2010

NEW STRETCHES 154.3 200.9 110.6 9.2 2.5 15.2

COMPLEMENTARY PROJECTS1 64.2 56.8 54.5 73.5 60.1 51.9

OTHER 39.6 31.5 17.9 21.7 13.4 17.6

TOTAL 258.1 289.2 183.0 104.4 76.0 84.7

1 Mainly widening works.

DIRECT INVESTMENT IN BRISA CONCESSION

Finally, we point out the introduction of a semi-automatic tollpayment system with a high reliability level that has improvedtraffic flow in toll plazas. This equipment holds all thefunctionalities of the manual payment:

• All payment means are available

• Assistance through video cameras and voice contact

• Issuing of invoices

In 2010, this equipment was deployed in 249 lanes of 84 tollbarriers on the BCR network, representing an investment of nearly11.9 million euros.

DIRECT INVESTMENT IN THE NETWORK

Direct investment in Brisa concession network totalled 84.7 millioneuros. The largest slice of this investment went to road widening,in the amount of 56.5 million euros

TRAFFIC IN BRISA CONCESSION

In 2010 Annual Daily Average Traffic (ADT) in Brisa concessiontotalled 19 178 vehicles, corresponding to a change of 2.9% inrelation to the previous year. The inclusion of Braga South Ring inthe A3 motorway explains the difference between ADT and TotalTraffic.

This decline was due to an unfavourable macroeconomicbackground which is dragging since 2008, on par with thecompetition and cannibalization impact which affected BrisaConcession.

These figures attest for the resilience of traffic, as even withexogenous effects, ADT fell much less than GDP.

The finalization in September 2009 of Costa da Prata concession(with the opening of the Angeja – Estarreja sub-stretch), reinforcedand extended the North-South corridor referred above andprovided a new road link between Lisbon and Oporto. This newcorridor adversely affected the results of the A1 motorway in thefirst nine months of 2010, contributing to the worsening BrisaConcession's global results.

From the end of January to the beginning of March, the A9/A16-Radial Pontinha sub-stretch on the A9 (CREL-Circular RegionalExterior de Lisboa) was closed to traffic following the occurrence ofa landslide. Although an one-off incident, it had a negative impact

on the motorway's performance and Brisa's global results.

From the second half of October onwards, Costa de Prata, GrandePorto and Norte Litoral concessions, which were toll free until then,started to be tolled (SCUT).As result, demand for these concessionsdecreased, with traffic moving to alternative roads. Amongst BCRmotorways, the A1 (Auto-estrada do Norte), A3 (Auto-estradaPorto/Valença) and A4 (Auto-estrada Porto/Amarante) were theones which recorded greater positive effect, as they captured partof the traffic that ceased to use the Costa de Prata, Grande Portoand Norte Litoral motorways.

BREAKDOWN BY MOTORWAY

As compared to 2009, the evolution in traffic per motorwaychanged the relative weight of each motorway on Brisa’s tollednetwork.

BREAKDOWN 2009-2010 GROWTH

AVERAGE DAILY TRAFFIC -2.9%

TOTAL TRAFFIC -2.8%

DEVELOPMENT OF ADT AND TOTALTRAFFIC IN THE TOLLED MOTORWAY

BREAKDOWN 2009-2010 GROWTH

ORGANIC -1.1%

SHADOW TOLLS -1.5%

A9 DISRUPTION -0.2%

TOTAL CIRCULATION -2.8%

CIRCULAR SUL DE BRAGA -0.1%

TOTAL ADT -2.9%

EVOLUTION OF AVERAGEDAILY TRAFFIC (ADT)

19


5.0%

4.0%

3.0%

2.0%

1.0%

0.0%

-1.0%

-2.0%

-3.0%

-4.0%

-5.0%

-6.0%

-7.0%

-8.0%

-9.0%

-10.0%

ANNUAL GROWTH INTRAFFIC PER MOTORWAY

A1

-3.3%

A2

-3.4%

A3

0.9%

A4

2.2%

A5

-1.3%

A6

-1.9%

A9

-9.0%

A10

-4.8%

A12

-3.5%

A13

-4.8%

A14

-1.5%

TOTAL

-2.8%

50%

40%

30%

20%

10%

0%

RELATIVE WEIGHT OF TRAFFIC INEACH MOTORWAY OF BRISA NETWORK

2009 2010

A1 A2 A3 A4 A5 A6 A9 A10 A12 A13 A14

The A1 (Auto-estrada do Norte) motorway was hurt by competitionfrom the Costa de Prata Concession until September, though thiswas mitigated in the last quarter of the year following theintroduction of tolls in this motorway.

As far as the A9 (CREL) motorway is concerned, the negativeperformance was due to the traffic interruption occurred in the firstquarter of 2010, which also affected results of the A10 (Auto-Estrada Bucelas/Carregado/IC3) motorway.

The A3 (Auto-estrada Porto/Valença) and A4 (Auto-estradaPorto/Amarante) motorways posted a favourable performance,benefiting from the introduction of tolls on the Norte Litoral andGrande Porto concessions, in October 2010.

ANALYSIS BY CLASS OF VEHICLE

The breakdown of traffic per type of vehicle reveals a decrease by6.7% in heavy vehicle traffic and a 2.7% drop in light vehiclestraffic. This performance was due to the unfavourable economicsituation witnessed throughout the year. We point out, however,that heavy vehicles account for 5% of total traffic.

The breakdown per toll class also attests for the unfavourableeconomic scenario and the negative impact from the Costa dePrata concession, with classes 2 and 4 losing importance ascompared to the previous year.

20


CLASS 2009 2010

1 82.4% 82.9%

2 12.5% 12.1%

3 0.7% 0.7%

4 4.4% 4.3%

TRAFFIC STRUCTUREPER CLASS

2009TRAFFIC STRUCTUREBY TYPE OF VEHICLE

4.9% 95.1%Heavy Light

0 10 20 30 40 50 60 70 80 90 100


0 10 20 30 40 50 60 70 80 90 100

ATLÂNTICO CONCESSION The Atlântico Concession includes the operation of the A8 (Lisboa– Leiria) and the A15 (Caldas da Rainha – Santarém) motorwayswith a total length of 170 km, both located in Portugal’s westernregion. The A8 motorway joins the A17 (Auto-estrada LitoralCentro) motorway up north in Leiria and the A9 (CREL) motorwaydown south, near Lisbon.

The A15 also links to the A1 motorway near Santarém.This networkhas a strong urban nature, as it serves Lisbon’s northernmetropolitan area. It is also part of the second north-south corridorand serves the western region, one of the most developed regionsin the country.

In 2010, the company completed widening works (2x3 lanes) onthe Loures-Malveira sub-stretch. Works in the pipeline for 2011include the link of the A8 motorway to the IC36 road near Leiria

Automatic tolls were deployed in all toll barriers of the A15 and ina number of barriers on the A8. This type of toll payment will beinstalled in all remaining barriers of the A8 during 2011.

TRAFFIC IN ATLÂNTICO CONCESSION

In 2010 Annual Daily Average Traffic (ADT) in Atlântico concessiontotalled 16 520 vehicles, corresponding to a negative change of2.9% as compared to the previous year.

21


TYPE OF INVESTMENT 2006 2007 2008 2009 2010

NEW STRETCHES 0.2 0.1 0.2 - -

COMPLEMENTARY PROJECTS2 0.6 1.9 0.3 10.9 32.7

OTHER 0.0 0.0 0.0 0.4 1.3

TOTAL 0.8 2.0 0.5 11.3 34.0

ATLÂNTICO CONCESSIONDIRECT INVESTMENT

220

68.947.969.50%

ECONOMICINDICATORS

EBITDA

NUMBER OF EMPLOYEES

OPERATING REVENUES

MILLION EUROS

MILLION EUROS

EBITDA %

MOTORWAY LENGTH (KM)

TOTAL TOLL-FREE TOLLED 2X2 LANES 2X3 LANES

A8 – AUTO-ESTRADA LISBOA – LEIRIA 129.8 26.0 103.8 79.1 50.7

A15 - AUTO-ESTRADA CALDAS DA RAINHA – SANTARÉM 40.2 0 40.2 40.2 0

TOTAL 170.0 26.0 144.0 119.3 50.7

ATLÂNTICO CONCESSIONCHARACTERISTICS

Besides the impact of the economic situation, demand for theAtlântico Concession was positively affected by the finalization ofCosta de Prata Concession in September 2009 and negativelyinfluenced by the introduction of tolls in the said concession inOctober 2010.


Conversely to the performance seen in Brisa Concession, drop indemand was stronger for light vehicles (-3.0%) than for heavyvehicles (-0.9%). The relative weight of heavy vehicles traffic roseslightly to 4.0% of traffic as against 3.9% in 2009.

In terms of toll classes, the weight of each class remains stable inrelation to the previous year.

22


CLASS 2009 2010

1 83.5% 83.6%

2 12.6% 12.4%

3 0.8% 0.8%

4 3.2% 3.2%


MOTORWAY ADT 2009-2010 GROWTH

(TOLLED NETWORK) 2010 ADT CIRCULATION

A8 20 828 -3.2% -3.2%

A15 5 402 0.0% 0.0%

TOTAL NETWORK 16 520 -2.9% -2.9%

AVERAGE DAILY TRAFFIC ANDTOTAL TRAFFIC 2009-2010



0 10 20 30 40 50 60 70 80 90 100


0 10 20 30 40 50 60 70 80 90 100

BRISAL CONCESSIONBrisal Concession operates the A17 (Litoral Centro) motorway, in atotal length of 92.7 km. The concession is for a variable period of22 to 30 years (2034).

This concession is located in the west coast and forms the secondnorth-south corridor, connecting the country’s two largest cities –Lisboa and Oporto. It also links directly to the Atlântico concessionand to the A14 near Figueira da Foz.

The A17 opened to traffic gradually until 2008, the year it wasfinally completed with the opening to traffic of the MarinhaGrande-Mira sub-stretch. The Lisbon / Oporto corridor, however,was only established following the opening in September 2009 ofthe Angeja / Estarreja stretch in the Costa da Prata concession,located north of the Brisal concession.

The deployment of the Via Manual system along with a collectionsystem (Via Mais Verde) with no physical toll barrier reduced travelperiods even further and improved comfort and safety levels.Brisal’s toll collection is totally automatized, representing anexample of what is to be gradually deployed in remainingconcessions of the Group.

During 2010 there were conversations with the State, aiming atchanging the concession contract.

TRAFFIC IN BRISAL CONCESSION

In 2010 Annual Daily Average Traffic (ADT) in Brisal Concessiontotalled 8425 vehicles, corresponding to a change of 3.7% inrelation to the previous year.

23



TOTAL TOLL-FREE TOLLED IN OPERATION

A17 – MARINHA GRANDE – LOURIÇAL 32.3 - 32.3 32.3

A17 – LOURIÇAL – MIRA 60.4 - 60.4 60.4

CHARACTERISTICS OF THEBRISAL CONCESSION

TYPE OF INVESTMENT 2006 2007 2008 2009 2010

NEW STRETCHES 203.9 230.4 51.5 3.4 -

TOTAL 203.9 230.4 51.5 3.4 -

DIRECT INVESTMENT IN BRISA CONCESSION

Aveiro

Mira

Cantanhede

CoimbraFigueira da Foz

Pombal

Marinha GrandeLeiria

A8

A17

3

26.214.756.10%

ECONOMICINDICATORS

EBITDA

NUMBER OF EMPLOYEES

OPERATING REVENUES

MILLION EUROS

MILLION EUROS

EBITDA %

Benefiting from the final opening to traffic of the Costa de Prataconcession in September 2009, Brisal recorded a strong rise in ADTin the first nine months of 2010. Demand for this motorway wasnegatively influenced by the introduction of tolls in the last quarterof the year.


Brisal benefited from the recent developments in the surroundingnetwork As result, the performance of heavy vehicles was higherthan for light vehicles, since the consolidation of the A8-A17-A29corridor became more attractive for this type of vehicles, speciallybecause the northern part of the corridor was toll free up toOctober.

The rise in demand by heavy vehicles was stronger as compared tolight vehicles (+11.8% against +2.8%). The relative weight ofheavy vehicles traffic rose slightly to 10.7% of traffic as against10.0% in 2009.

In terms of toll classes, the weight of each class remains stable inrelation to the previous year.

24


CLASS 2009 2010

1 79.7% 76.5%

2 12.8% 12.7%

3 1.0% 1.2%

4 6.5% 9.5%



10.7%Heavy

89.3%Light

0 10 20 30 40 50 60 70 80 90 100

201010.0%Heavy

90.0%Light

0 10 20 30 40 50 60 70 80 90 100

ADT 2009-2010 GROWTH

BRISAL 2010 TMD TRAFFIC

LIKE-FOR-LIKE NETWORK 8 425 3.7% 3.7%

AVERAGE DAILY TRAFFIC ANDTOTAL TRAFFIC 2009-2010


TOTAL TOLLED IN OPERATION

A43 – GONDOMAR /AGUIAR DE SOUSA (IC24) 8.1 3.3 4.8

A41 – PICOTO (IC2) - NÓ DA ERMIDA (IC25) 33.2 33.2

A32 – OLIVEIRA DE AZEMÉIS /IP1 (S.LOURENÇO) 34.4 34.4

STRETCHES IN OPERATION (TOLL-FREE) 52.6 52.6

TOTAL 128.3 70.9 57.4

DOURO LITORAL CONCESSIONCHARACTERISTICS

25


DOURO LITORALCONCESSIONThe Douro Litoral Concession granted to a consortium led by Brisain December 2007 for a period of 27 years, involves theconstruction and operation of three tolled motorways, totalling 76km, and the operation and maintenance for a 5-year period (March2008 to March 2013) of the main road axes around themetropolitan area of Oporto. This second network is approximately53 km long, which places the total length of the concession at over128 km.

The privileged location of the new stretches to be built, on par withthe sections currently in operation will be crucial for the mobility ofthe North region, as the network crosses and complements otherroads, whether operated by Brisa as is the case of the A1, A3 andA4 motorways or by other concessionaires, namely the A28, A42and A29.

The importance of this Concession is shown in the amounts ofinvestment involved, estimated to reach 1 000 million euros,spanning over a three year construction period.

2011 will be crucial for the Concession as its three new motorwayswill open to traffic: A41 and the remaining part of the A43 on the1st of April and the total length of the A32, on the 1st of October.

During 2010 there were conversations with the State, aiming atchanging the concession contract.

During 2010 the concessionaire's activity focused on:

• Completion and opening to traffic on 1 September of Gondomar-Gens stretch on the A43-IC29, with 4 km, complying withprovisions in the Concession Contract in terms of deadlines andprices;

• Completion of the expropriation proceedings for the constructionof the A32, with only 95 plots out of 1341 left to expropriate; and

• Operation and maintenance of a number of motorways locatedin the metropolitan area of Oporto that were transferred to theconcessionaire in March 2008, including a set of importantworks, particularly at pavement level (EN14 – Leça do Bailio/A4),safety level (installation of DPM's completed) and noise level(deployment of acoustic barriers on the VCI), in addition tocurrent maintenance works, such as landscaping, drainage andhorizontal signs.

Activity planned for 2011 will represent investments inconstruction and equipment, totalling over 149 million euros.

In the first half of 2011, the concessionaire will start pavementreinforcement works on the IC1, it will continue to install acousticbarriers on the VCI and complete the installation of the trafficmanagement system to operate this group of motorways.

Gondomar

Porto

Gaia

Matosinhos

Maia

A43

A44

A1

N14

A20

A28

Espinho A41

Feira

A41

A32

Paredes

Valongo

S. João da Madeira

BAIXO TEJO CONCESSION

The Baixo Tejo Concession underwent construction anddevelopment throughout 2010. The concession was awarded to theconsortium led by Brisa in January 2009, for a period of 30 years.Its main object is the design, planning, construction, widening,financing, operation and maintenance of motorway stretches,regional and other roads in the district of Setúbal.

This concession covers the construction and operation of twostretches of the IC32 motorway (Palhais-Coina and Casas Velhas-Palhais), including toll collection (except for local traffic) and theoperation and maintenance of the stretches under operation:Coina-Montijo (IP1) on the IC32, Montijo (IP1)-Alcochete on theIC3, IC20 – Via Rápida da Caparica (IC20) and Via Rápida doBarreiro (IC21), totalling 34 km. The concession contract furtherincludes improvement works and operation of Avenida do Mar,between Fonte da Telha and Belverde. The total length of theseroads is 39 km.

The privileged location of the new stretches to be built, on par withthe sections currently in operation will be crucial for the mobility ofthe South of Lisbon region, as the network crosses andcomplements other roads, whether operated by Brisa as is the caseof the A2 and the A12 motorways or by other concessionaires(specifically Lusoponte), which operate the two bridges over theTagus (25 de Abril and Vasco da Gama). Estimated investmenthovers around 289 million euros spanning over a constructionperiod of 3 years.

26


Lisboa

AlmadaMontijo

Barreiro

Amora

IC32

IC3

IC21IC20

Setúbal

ROAD STRETCH LENGTH (KM) REMARKS

IIC 32 PALHAIS - COINA 17.7 NEW CONSTRUCTION

IC 32 CASAS VELHAS - PALHAIS 3.5 NEW CONSTRUCTION

LIGAÇÃO FUNCHALINHO FUNCHALINHO - LAZARIM 1.4 NEW CONSTRUCTION

TRAFARIA LINK TRAFARIA - FUNCHALINHO 2.0 NEW CONSTRUCTION

ER 377-2 COSTA DA CAPARICA - FONTE DA TELHA 9.1 NEW CONSTRUCTION

IC 32 COINA - MONTIJO (IP1) 15.4 UNDER OPERATION

IC 3 MONTIJO (IP1) - ALCOCHETE 3.1 UNDER OPERATION

IC 20 VIA RÁPIDA DA CAPARICA 5.9 UNDER OPERATION

IC 21 VIA RÁPIDA DO BARREIRO 9.5 UNDER OPERATION

TOTAL - 67.6 -

BAIXO TEJO CONCESSIONCHARACTERISTICS

27


During 2010, the concessionaire completed and opened to traffic inDecember the road link to Funchalinho, with 1.4 km in length.Meanwhile, expropriation proceedings continued withapproximately 25% of a total of 430 plots of land still pendingexpropriation. In terms of design plans, the company studied theredesigning of the Casas Velhas Junction and pavementimprovements on the IC3 and IC32.

In what concerns operation and maintenance of the stretchestransferred to the concessionaire in January 2009, a number ofrelevant works were carried out, namely pavement improvementand reinforcement of Via Rápida da Caparica, (IC20), besidescurrent maintenance works (civil and electrical maintenance),cleaning of drainage systems, vertical and horizontal signs, andlandscaping. The company also started the construction oftechnical infrastructures on this stretch.

In 2011, the concessionaire will open to traffic the link to Trafariaand subsequently the Casas Velhas-Palhais stretch on the IC32,which will open at the same time as the redesigned Casas VelhasJunction. Activity planned for 2011 will represent investments inconstruction and equipment, totalling over 181 million euros.

The sub-concessionaire plans to start during the first half of 2011the installation of acoustic barriers on the IC32, the installation ofthe technical infrastructure on the remaining stretches (IC3, IC21and IC32), and of the traffic management system for this group ofmotorways.

28


LITORAL OESTE CONCESSION The Litoral Oeste Concession was awarded in February 26, 2009 fora period of 30 years.

It will involve a total investment of 622 million euros and will havea total length of 111.6 km, of which 81.7 km is for construction andoperation, 26.8 km is for operation only and 3.1 km is forwidening. The undertaking will serve a resident population of 400thousand people spread throughout nine municipalities.

The following roads are operated by Auto-Estradas do Litoral OesteS.A. since 26 April 2009: Circular Oriental de Leiria (COL), Via dePenetração de Leiria (VPL), EN 1-Nó do IC9/Nó de S. Jorge (IC2), IC2- Nó IC 36/Nó EN 109 and IC9 – Carregueiros/Tomar totalling 23.7km in length.

With the beginning of operation of the Vale dos Ovos/Carregueirossub-stretch on the IC9A on October 9, the company operates 30 kmof roads.

On October 13, 2010 the company inaugurated the ring road ofNazaré (EN 242), totalling 5.7 km.

In December it completed the widening of the IC2, which is nowcalled A19. By end 2010, the Litoral Oeste motorway networktotalled 35 km fully opened to traffic.

Total investment in this concession in 2010 amounted to 161million euros.

MOTORWAYS LENGTH (KM)

TOLLED TOLL-FREE TOTAL 1X2 LANES 2X2 LANES 2X3 LANES

IC 36 – LEIRIA SUL/LEIRIA NASCENTE 6.0 6.0 6.0

IC 2 – VARIANTE DA BATALHA/NÓ IC 36/NÓ EN 109 13.3 3.1 16.4 13.3 3.1

IC 9 – NAZARÉ/ALCOBAÇA/EN1/TOMAR/IC 3 70.4 70.4 70.4

VARIANTE DA NAZARÉ 5.7 5.7 5.7

CIRCULAR ORIENTAL DE LEIRIA 3.5 3.5 3.5

VIA DE PENETRAÇÃO DE LEIRIA 1.6 1.6 1.6

EN 1 8.0 8.0 8.0

TOTAL 19.3 92.3 111.6 84.1 24.4 3.1

LITORAL OESTE CONCESSIONCHARACTERISTICS

29

ANNUAL REPORT 2010 • 003 OPERATION AND MOBILITYE

OP

ER

AT

ION

AN

DM

OB

ILIT

Y

003

OPERATIONS

BRISA OPERAÇÃO & MANUTENÇÃO (BRISA O&M)

Included in its reorganization process and aiming at increasingefficiency, Brisa decided to split off the operation and maintenanceactivities developed by the Group and create a new company forthis exclusive purpose - Brisa O&M. (Brisa O&M).

Brisa O&M started operating in December 23, 2009, holding ascorporate object the provision of special and integrated services toall motorways of the Brisa Group in Portugal, namely themonitoring, operation and maintenance of motorways and roadusers assistance.

The setting up of Brisa O&M resulted from the merger of the formerBrisa Assistência Rodoviária with a number of road operation andmaintenance services that until then were provided by differentdepartments of Brisa Auto-Estradas. This merger includedrespective human and equipment resources.

Brisa Assistência Rodoviária stemmed from the Assistance ServicesDepartment of Brisa Auto-Estradas de Portugal, having started itsactivity in 1977 with the opening to traffic of the Vila Franca deXira/Carregado stretch and the integration in Brisa concession ofthe Sacavém/Alverca/Vila Franca de Xira stretches.

Brisa O&M has thus over 30 years of experience in the provision ofroad operation and maintenance and assistance services.

OPERATION AND SERVICE EXCELLENCE

At road operation level, Brisa O&M activity covers the monitoringof operations and equipment, staff management, collections,control and recovery of generated revenues.

Excellence in the service provided to road users is one of BrisaO&M’s most important values. Active traffic management,customer information and satisfaction, road assistance and anetwork of service areas are some of its reference services.

In support to the services provided to its clients – the roadconcessionaires - and aiming at continuing to improve its efficacy

003OPERATION ANDMOBILITYE

30


1 471

118.322.919.36%

ECONOMICINDICATORS

MILLION EUROS

TOTAL SALES

MILLION EUROS

EBITDA

EBITDA %

NUMBER OF EMPLOYEES

BRISA O&MVALUE CHAIN

Operation Maintenance& Conservation

Design &Optimization

Procurement &Delivering

and efficiency, in September 16, 2010, Brisa O&M certified itsQuality Management System according to NP EN ISO 9001:2008,in the area of “Traffic Control and Road Operation, Monitoring andMaintenance and Assistance”.

CUSTOMER SERVICE

The motorways' operation is controlled by 15 OperationalCoordination Centres scattered throughout the country. Their job isto plan, organize, coordinate and control traffic, collection, roadmaintenance and repair in their respective areas, in order to ensurecompliance with contractual obligations and sustain high levels ofquality and customer satisfaction.

These centres develop their activity in close cooperation with BrisaO&M central departments, namely the Monitoring andMaintenance Department, the Systems and EquipmentDepartment, the Operations Department and the ClientsDepartment. The Centres operate in the fields of traffic, equipmentand road maintenance (namely pavements, engineering structures,buildings and other), landscaping and signalling, environmentalmanagement and monitoring and safety management.

Brisa O&M, S.A. currently operates on Brisa Concessão Rodoviária(BCR), Douro Litoral (AEDL) and Brisal and Baixo Tejo (AEBT) andLitoral Oeste (AELO) sub-concessions. On the Atlântico and Túneldo Marão Concessions, Brisa O&M only provides Road AssistanceServices. All in all, the company's area of intervention covers 1506km.

In 2010, within the scope of its surveillance and patrolling activity,Brisa O&M travelled 13 311 898 km, representing an average of 36471 km per day. The company performed 105 974 interventions,distributed as follows:

CENTRALIZED MANAGEMENT

Located in Carcavelos at the Group's head-office campus, theOperational Coordination Centre (OCC) handles emergencyoperations and provides patrolling, protection and information toroad users. This support is provided in close collaboration with the15 Operational Centres.

The OCC coordinates the necessary resources for an active trafficmanagement, including assistance to road users and surveillanceof traffic conditions. The centre is prepared to extend the provisionof these services to future motorway networks. All OCC's activitiesare backed by road telematic equipment deployed throughout thenetwork, consisting of a total of 200 variable message panels

(VMPs), providing real time information to road users, andapproximately 550 cameras that cover nearly 80% of Brisanetwork. There are 1271 SOS booths deployed throughout thenetwork so that road users may request assistance when needed.The company has 56 meteorological stations to assessmeteorological conditions throughout the network.

With the means described above, Brisa O&M can collect all theinformation required for its operation. Internal resources accountfor 88% of all the information arriving to the OCC.

The Centre has access to a database of all occurrences, whichallows the statistical processing and analysis of relevantoperational data. It also provides data for building up managementindicators, used to continuously improve the system.

HIGHLIGHTS FOR THE YEAR

• Earth removal works following landslide occurred on the A9(CREL) which forced the closing down of the Belas Junctionstretch temporarily.

• In September, 4.5 km of the A43 - Douro Litoral concession wereopen to traffic;

• In October, 5 km of the EN242 - Nazaré ring road (Litoral OesteConcession) were open to traffic;

• In December, 1.2 km of road were open to traffic on Baixo Tejoconcession;

• Widening works (2x2 to 2x3 lanes) between Albergaria/Estarreja(completed in November) and Coina/Palmela/Setúbal(Coina/Palmela completed in November). Beginning of thewidening works between Maia/Santo Tirso.

• From 22 July to 21 December, installation of a new toll paymentsystem - Semi Automatic Payment (VMSA).

CUSTOMER SERVICE

Blue Number – 808 508 508

The Blue Number for Assistance and Information is a privilegedmeans of contact between clients and the concessionairesoperated by Brisa O&M. In addition to being a direct channel toinform clients of traffic conditions, it can also be used to requestassistance. This channel centralises all information on Brisa, Brisaland Douro Litoral, Baixo Tejo and Litoral Oeste motorway networksand is available for information or assistance requests 24 hours aday, 365 days per year. The line received nearly 154 477 calls in2010.

31


TOTAL INTERVENTIONS 2010

ASSISTANCE 34 374BREAKDOWN SERVICES 9 992SOC. PROTECTION 48 886ACCIDENTS 11 870CAR TOWING 852TOTAL 105 974

SURVEILLANCE ANDPATROLLING

BRISA VEHICLE 53%

BLUE NUMBER 13%

TELEMATICS 9%

SOS BOOTH 6%

OTHER MEANS 7%

88%

INFORMATION PROVIDED TO THEOCC THROUGH INTERNAL MEANS

Web site www.brisa.pt

Brisa’s website displays information on the company and itsmotorway network, including real time traffic information,description of the motorway network operated by Brisa andrespective toll rates and services available throughout the network.

The site recorded an average of 3 089 searches per day,corresponding to 1 130 394 searches made by 674 167 visitors.

Web site www.viaverde.pt

The Via Verde website provides information on Via Verdeattendance posts and available services. Clients may access datarelating to their personal Via Verde identifier and manage their ViaVerde contract (Via Verde Online) through a restricted accesswindow. During 2010 the number of logins to this restricted areatotalled 175 923.

Radio

• Brisa reporter. Partnership with leading radio in urban traffic,consisting of information given Blue Number operators, twice aday at 7h50 am and 6h30 pm.

• Brisa FM. Traffic information provided to main radio stations atnational and local level by means of specific software developedby Brisa.

TV

Brisa provides real time traffic images to main national TV stationsthrough Brisa's own camera circuits.

ShopsBrisa has 11 shops located in major urban centres to provideassistance services in person. The shops provide full servicecoverage to the concessionaires operated by Brisa O&M thatsubscribed these services and to Via Verde clients, based on theone-stop-shop concept, solving in one go any issue that may arise.In 2010, these shops attended 546 711 clients.

Brisa values its clients’ opinion and welcomes any contributionlikely to improve traffic safety, comfort and conditions in itsmotorways. To this end, clients have an array of communication

means at their disposal, from shops to website, email, letter, faxand RSVP forms available at toll barriers. During 2010, Brisa O&MClient Service Division handled 23 thousand claims.

SERVICE AREAS

There are 27 Service Areas along the motorway networks operatedby Brisa O&M, located at an average distance of 40 km from eachother.

The management and maintenance of the service areas fall to theoil concessionaires, which in their turn may sub-contract the directand specific management of certain services, under Brisa'ssupervision and approval.

Although the operation of service areas is the responsibility of oilcompanies, Brisa follows their activity closely, periodically andconsistently reviewing the running conditions of infrastructuresand service levels. This audit work, which includes mystery clientvisits, is carried out by an external company specialized in foodhealth and quality. The quality of customer service and customersatisfaction in Service Areas is thus increasingly important.

In 2010 Service Areas met in average 84% of criteria subject toevaluation, which is 6% more than last year. Based on theseresults, Brisa set up a Service Quality Prize to reward performanceand customer service quality and encourage continuousimprovement.

On par with these service quality evaluations, internal inspectionsare performed on a regular basis to ensure the quality ofinfrastructures and services.

CLIENT SATISFACTION

Brisa O&M carries out client satisfaction surveys on a monthlybasis, based on which it will implement the necessary correctingmeasures, in order to improve all services. In 2010 the global levelof client satisfaction (on a scale of 1 to 4) for each audited servicewas again clearly positive:

Blue number: 3.51Road assistance: 3.60Shops (January to August 2010): 3.25

32


BRISA SITE 2009 2010

NUMBER OF VISITS AT BRISA SITE 655 439 1 130 394

AVERAGE DAILY VISITS 1 791 3 089

% OF VISITORS IN THE CLIENTS AREA 40.36 58.24

WEB SITE BRISA – CUSTOMER AREA

PAYMENT SYSTEMS

Payment systems play a crucial role in service efficiency andquality. By end 2010, nearly 61% of Brisa Concession transactionswere carried out through Via Verde, 23% were paid in cash and16% by Bank Cards, as shown in graph below

On July 22, 2010, a new payment/collection system - called ViaManual Semi-automática (VMSA) (semi automatic manual lane)started to be implemented at Brisa Concession, becoming fullyoperational as of 21 December. During this period, 249 deviceswere installed of a total of 304 manual lanes available.

This is an ambitious project, transversal to the whole Group,involving in addition to Brisa O&M, also Brisa Inovação eTecnologia (BIT), the Human Resources Division (DRH), operationalManagers and the entire toll operation team.

By year end, the breakdown of transactions according to tollpayment system was as follows:

• Via Verde 126 362 861• Semi automatic Manual Lane (VMSA): 7 917 078• Via Manual with toll booth operator: 74 617 394• Total transactions: 208 897 333

33


TRANSACTIONS PERPAYMENT SYSTEM

Via VerdeBank CardsCash

23%

16%61%

TRANSACTIONS PERTYPE OF LANE

ETC: Via Verde

Manual: E-Toll

Manual: Toll Colector

36%

4%60%

ROAD SAFETY

PREVENTION

Brisa consistently supports prevention campaigns and improvessafety conditions throughout its network.

Amongst the many actions carried out, we point out improvementand reinforcement works. These investments include improvementof traffic conditions, lane widening works and new and bettersignalling equipment.

In this field, we point out the "Safety First" programme whichexists since 2005. This Programme is divided into two fronts: onedirected at drivers, by means of awareness-raising campaigns, theother aimed at students of the 1st Cycle of Basic Education,through educational programmes

ROAD ACCIDENTS

The number of road accidents is the main road safety indicator and,as such, it is a central issue in Brisa’s business. The systematicmonitoring of road accident history and the precise evaluation ofits trends are of vital importance as an indicator of theorganization’s impact on society and its performance.

In the previous year’s sustainability report, Brisa communicated aset of 8 indicators associated to road accidents, which arepublished again this year complete with a 5 year history. Theanalysis of this data, alongside information from meteorologicalrecords, gives us an interpretation of their evolution and theconsequent assessment of their management.

Between 2005 and 2010 we continue to see an cumulativereduction in the road accident rate of 4.5%.

Particularly in the Brisa road concession there was a slight increaseof 0.3% in the number of accidents compared with the previousyear. The 3.0% increase in the road accident rate is due to thereduction in circulation of around 2.6% and to the poor weatherconditions. A detailed analysis by quarter helped us to concludethat there was a worsening in the road accident rate in the 1stquarter of the year, which was when we suffered the worstweather conditions.

Road accident indicators• Road accident rate: +3.0%• Road accident death rate: +11%• Severe injury accident rate: +39.6%• Light injury accident rate: -0.3%• Road accident index: +2.0%• Death rate: +24.7%• Severe injury rate: +20.1%• Light injury rate: +1.9%

In the Brisal concession, the positive trend in road safety wasreinforced this year by the drop in all the road accident indicators,namely those related with the gravity of the accidents where therewas a decrease of 100% in the rate of accidents involving deathand serious injury, of 37.5% in the rate of accidents with minorinjuries and of 42.3% in the rate of accidents with victims.

In this year and in absolute numbers, the accident history shows alack of accidents involving death and serious injury, and 15accidents with minor injuries.

In the last 3 years, the downwards trend in the rate of roadaccidents has remained steady, even though total circulation in thenetwork has increased by around 69%.

34


55

50

45

40

35

30

25

20

15

10

EVOLUTION OF THEACCIDENT RATE

BCR BRISAL

47,89

2010

46,11

2009

44,0244,18

54,16

200820072006

15,79

24,13

31,54

35

ANNUAL REPORT 2010 • 004 MOBILITY SERVICES

MO

BIL

ITY

SER

VIC

ES

004

MOBILITYSERVICESBRISA HAS CONTROLLING STAKES IN A NUMBER OF ROADSERVICE BUSINESSES, WHICH COMPLEMENT ITS MAINACTIVITY. THESE COMPANIES PROVIDE ROAD RELATEDSERVICES, NAMELY IN TERMS OF SAFETY AND COMFORT INMOTORWAY AND URBAN ROADS.

The main object of these companies (except for Controlauto) is toassist road concessions, by means of strong specialisation andoperational efficiency gains. Although Brisa concession is theirmain client, these companies are increasingly expanding theirbusiness beyond the Group.

VIA VERDE

Via Verde Portugal is 60% held by Brisa, 20% held by Ascendi and20% held by SIBS – Sociedade Interbancária de Serviços, whichcentralises interbank settlement and manages the Multibanco(ATM) network.

The payment system deployed by Via Verde allows non-stopelectronic toll payment by means of radio communication betweenthe on-board unit and the roadside equipment. The Via Verdesystem was extended to all tolled motorways in Portugal, ensuringinteroperability between the different networks. Via Verde was thefirst company in the world to provide this service to a motorwaynetwork (Brisa network) throughout its entire length.

The system is presently available in the tolled network ofconcessionaires Brisa, AEA (Auto-estradas do Atlântico), Ascendi(Auto-estradas do Norte e Grande Lisboa), Mafratlântico, Brisal (Auto-estradas do Litoral S.A), the Lisbon bridges (25 de Abril and Vasco daGama) operated by Lusoponte and formerly toll-free concessions(SCUTs), namely Norte Litoral, Grande Porto and Costa de Prata.

2010 was marked by the introduction of tolls in toll freeconcessions (known as SCUT) namely Norte Litoral, Grande Portoand Costa de Prata and by the introduction of the MDR (MediumData Rate) Identifiers, which are technologically more advanced.Electronic toll collection in these three motorways is provided byVia Verde.

The Via Verde system is also available in car parks belonging todifferent operators, in Galp fuel stations and is currently beingtested in three McDonald's McDrive restaurants.

The Via Verde system is presently used in over 1 600 km ofmotorways and bridges, more than 80 car parks and 98 gasstations, accounting for approximately 61% of toll transactions inPortugal. In urban stretches, Via Verde toll payments representclose to 71% of total transactions. Payment transactions in carparks made through Via Verde are practically at the same level asVia Verde toll transactions.

004MOBILITYSERVICES

36


131

27.75.118.41%

ECONOMICINDICATORS

MILLION EUROS

TOTAL SALES

MILLION EUROS

EBITDA

EBITDA %

NUMBER OF EMPLOYEES

37


200 000 000

195 000 000

190 000 000

185 000 000

180 000 000

175 000 000

170 000 000

165 000 000

160 000 000

155 000 000

VIA VERDE TRANSACTIONSIN MOTORWAYS

2002 2004 2005 2006 2007 2008 20092003

80

70

60

50

40

30

20

10

0

CAR PARKS EQUIPPEDWITH VIA VERDE

2003 2004 2005 2006 2007 2008 2009

The number of Via Verde transactions in car parks and fuel stationscontinued to grow in 2010. Following the deployment of the ViaVerde service in the car parks of Hospital da Luz and Estação doOriente, the amount of transactions exceeded 8 million euros. Thisfigure accounts for 5.2% of total electronic payments, representingan increase by 13% in relation to 2009.

Consolidation of its leading position as electronic toll collectionprovider at national level is a strategic priority of Via Verde

Portugal. To achieve this strategy, among other initiatives, thecompany has developed new information systems andapplications, set up a new subscription contract to the service andreinforced the various customer contact platforms. Thetechnological migration project that will ensure interoperabilitywith European peers, allowing the use of the Via Verde system byforeign residents is still being developed.

MCALL

Mcall is the Group company specialised in call centre services:multi-channel remote attendance services, aimed at improvingefficiency of the service provided to Brisa and Via Verde clients.Besides being responsible for answering calls of Via Verde clients,the company provides other system-related services.

McCall is also responsible for receiving and handling Brisa's bluenumber calls, on a 24h/day, 7d/week and 365d/year basis. Thesystem provides a large set of information, namely on travelassistance, traffic, travel route guiding and simulation, toll rates,services in emergency situations and detailed information onservices and rest areas available in Brisa and other motorwaynetworks.

The company also manages assistance requests made by hearing-disabled clients (via SMS), and handles calls for car inspectionbookings with Controlauto.

38


45

2.70.518.51%

ECONOMICINDICATORS

MILLION EUROS

TOTAL SALES

MILLION EUROS

EBITDA

EBITDA %

NUMBER OF EMPLOYEES

BRISA INOVAÇÃO ETECNOLOGIA

Brisa Inovação e Tecnologia is the company that resulted from themerger of Brisa's Innovation and Technology Department and BrisaAssistência e Electrónica Rodoviária.

In 2010, the development area of Brisa Inovação e Tecnologia, S.A.developed the following projects:

• Semi automatic manual lanes (VMSA), which will enable asignificant drop in concessionaires' operational costs;

• Traffic portal replacing the former data warehouse, which willanswer to new business needs and increase information speed.This traffic portal gathers toll and traffic data, providing a globaland integrated overview, in addition to allowing access via weband opening source tools, thus eliminating related licensing andother costs.

• A new generation of traffic counters, complying with Portugueseroad authorities requirements, but different as they are moreeasily and less intrusively deployed and require lessermaintenance, without affecting performance. This translates intocost reductions, in both installation and maintenance phases;

• New low cost video CODEC, integrating Automatic IncidentDetection and alarm, in order to minimize maintenance costs;

• Toll invoicing management system, to manage invoices fromevery toll plazas and based on a single platform, follow the lifecycle of invoices, interfacing with SAP and SIBS, issuing creditnotes and significantly facilitating all invoice related work ofboth Brisa O&M clients and Via Verde shops;

• DSRC (Dedicated Short Range Communications) Antenna, tostart in 2011;

• 5.8 GHzm identifier developed in collaboration with ISEL, AveiroUniversity and the start-up Daily Work, launched as pre-seriesproduction at the end of 2010.

Publishing of book “R&D+I Open Roads To Innovation”, whichcompiles scientific publications produced by Brisa and its universitypartners from 2003 to 2008.

In line with the work of the last few years, BIT and Brisa continuedtheir efforts to promote innovation in the Portuguese corporateworld, namely through the collaboration with COTEC, within thescope of the Sustained Development of Corporate Innovationproject.

Presently, BIT is engaged in implementing the ITS Directiveapproved in July by the European Parliament, and in seeking totake the most useful advantage of the community funds for new oralready approved investment programmes.

In terms of equipment supplied, we point out the 272 VMSA (semiautomatic payment lanes) for Brisa and AEA, a free-flow systeminstalled at Maia toll plaza following expansion works, the re-

installation of all telematics equipment following widening worksin the stretch between Coina and Palmela, and the supply of thelatest version of DSRC systems for payment at GALP gas stations,with huge savings in installation and maintenance costs, whichallowed their deployment at all gas stations.

Installation of 13 new traffic counters on the A5, EN242 and IC2motorways.

In partnership with Via Verde Portugal, further 8 car parks resultingin a total of 27 new entrances/exits, were equipped with thesystem.

Maintenance operations are one of the most important businessesdeveloped by the company. In 2010 the number of maintenanceinterventions carried out almost doubled to a total of 2577, mainlydue to normal fine-tuning required by the newly deployed VMSAs.This sharp increase in business activity developed smoothly,without affecting the service levels contracted with clients.

In international terms, the toll system deployed at NorthwestParkway is now fully consolidated and 3 pilot systems wereimplemented in car parks in Holland.

39


27.02.2

84

ECONOMICINDICATORS

MILLION EUROS

TOTAL SALES

MILLION EUROS

8.20%

EBITDA

EBITDA %

NUMBER OF EMPLOYEES

CONTROLAUTO

Controlauto and Iteuve are active in the car inspection businesswith a network of 46 inspection centres.

In 2010 Controlauto continued the computerization of itsinspection lines viewing to enhance productivity, increase safety ininspection control and improve customer service, by reducing waittime. This project will be completed in 2011.

Viewing to promote differentiation and boost its competitiveness,Controlauto started the "Controlauto of Excellence" project, whichaims at creating a service excellence culture, based on a set ofspecific rules applicable to each and every function performed atinspection centres.

40


327

22.57.131.56%

ECONOMICINDICATORS

MILLION EUROS

TOTAL SALES

MILLION EUROS

EBITDA

EBITDA %

NUMBER OF EMPLOYEES

41

ANNUAL REPORT 2010 • 005 TRANSPORT INFRASTRUCTURES

TR

AN

SPO

RT

INF

RA

STR

UC

TU

RE

S

005

TRANSPORTINFRASTRUCTURES TAKING ADVANTAGE OF ITS UNIQUE SKILLS IN THEMANAGEMENT OF MAJOR INFRASTRUCTURES PROJECTS,BRISA HAS BANKED ON DIVERSIFYING ITS BUSINESSACTIVITIES INTO OTHER TRANSPORT SECTORS.

As strategic priorities, Brisa targeted the sector of rail and airportinfrastructures.

In the railway sector, Brisa is member of the ELOS consortiumwhich was awarded the concession of High Speed Train sectionbetween Poceirão and Caia. As for the New Lisbon Airport Project(NAL) and the privatisation of ANA, Brisa is leader of Asterionconsortium.

Brisa’s recognized know-how in the transport infrastructures sectorstems from its long experience in motorway operation, but alsofrom the activity developed by its subsidiary BEG (Brisa Engenhariae Gestão), which has played a prominent role in various railwayinfrastructure projects.

Viewing the diversification of activities, Brisa holds a stake in TICC(Transport Investment Infrastructure Company) an investmentcompany set up with Millennium BCP and Compagnie Benjamin deRothschild, with a view to invest in transport infrastructures in theEuropean Union and the Americas.

BRISA ENGENHARIA EGESTÃO (BEG)

During 2010, within the scope of the Group's reorganization policy,the main office of BEG was transferred to Brisa campus, in SãoDomingos de Rana, viewing the rationalization of means andoperations.

BEG's activity remained focused on the projects under way atGroup level, namely in the areas of management and coordinationof studies and project, land expropriation, works supervision,safety coordination, environment and engineering and pavementworks.

Albeit not as relevant as it used to be, BEG continued active in theroad management field in Portugal and abroad, developingprojects for ANA- Aeroportos de Portugal and José de Mello Saúde,

controlling works for Abertis Logística, namely the construction ofroad accesses to the Logistics Platform Lisboa Norte, andparticipating in the project for the modernization of the northernrailway line for Refer, and, on the international front, providingtechnical and organizational support to AGA–L’Algérienne deGestion des Autoroutes, in the implementation of a state-ownedcompany responsible for managing and operating the Algerianmotorway network.

We point out the contract entered in 2010 with ELOS - Ligações deAlta Velocidade for the management and supervision of theconstruction of the high speed train railway between Poceirão andCaia.

In what concerns the management and coordination of projectsand plans, land expropriation and works supervision, BEG main

005TRANSPORTINFRASTRUCTURES

42


220

20.42.110.29%

ECONOMICINDICATORS

MILLION EUROS

TOTAL SALES

MILLION EUROS

EBITDA

EBITDA %

NUMBER OF EMPLOYEES

services in this field during the year were provided to the DouroLitoral, Baixo Tejo and Litoral Oeste concessions and also to Brisaconcession, within the scope of its improvement and wideningworks.

HIGH SPEEDRAILWAY

During 2010, the project for the Poceirão-Caia stretch of the HighSpeed Railway was already developed by Brisa's concessionaireELOS - Ligações de Alta Velocidade, S.A., where Brisa holds a16.3% stake. The project's co-leadership gave Brisa the chair of theBoard of Directors of ELOS. Executive management falls to onedirector-general and two deputy director-generals, one of whomwas appointed by our Group.

The concession contract with the State was signed on 8 May 2010.Estimated investment totals 1.496 million euros, of which 1.401million euros in construction to be carried out over four years.Respective financing will come from equity (EUR 121.9 million),bank loans (Eur 600 million of which EUR 300 million are risk-project) and the European Investment Bank (EIB) and EU funds(EUR 661 million). The Portuguese State and REFER will bring inrespectively, EUR 116 million and EUR 58 million. The concession'soperation regime will be through availability payments.

During the year under review, while waiting for the approval of theCourt of Auditors, the concessionaire structured its organization,engaged personnel and developed the preliminary project and partof the execution project.

Up to November 8, 2010, as no approval had been granted, theterms of the Concession Contract were all suspended (as providedin the contract). The Government withdraw its request for initialapproval to allow the introduction of some changes, namely inwhat concerns the project's risk matrix.

Although not included in the scope of this report, we inform thaton 19 January 2011, the Government communicated a newcontract award, within the scope of the amended Concessioncontract and on 9 February 2011, the Amended Concessioncontract was signed and respective documentation sent to theCourt of Auditors for approval.

ELOS operation during the year was marked by constraints causedby the pending approval of the Contract (particularly at financiallevel) and the suspension of contractual terms. As result, projectdesign activity slowed down and approvals by the ConcessionGrantor were postponed. In the absence of approvals, financialbackers suspended their disbursements until clarification of thesituation.

The company's operation was also marked by the cancellation ofthe Lisboa-Poceirão tender in September. The Government has now6 months to relaunch the tender; however, there is still noinformation on which terms this will be done.

AIRPORTS

The privatisation of ANA and the construction of the new LisbonAirport are amongst the largest projects in the pipeline in Portugal,a must for major world transport operators, amongst whom Brisaoccupies an outstanding position.

As part of its diversification strategy, Brisa holds a controlling stake(jointly with Mota-Engil) in the Asterion consortium, which furtherincludes the three largest Portuguese banks - Caixa Geral deDepósitos, Banco Espírito Santo and Millennium BCP -, andconstruction companies Somague, MSF and Lena.

Asterion ACE has already ensured the collaboration ofinternationally renown partners in the airport field, viewing toincrease its success rate in the forthcoming tender for the newLisbon airport announced by the Portuguese Government.

ANA currently manages approximately 24 million passengers peryear in its airports in mainland Portugal and the islands of theAzores and Madeira. In 2009 it posted a business turnover of over380 million euros and EBITDA of 150 million euros.

Confirming figures projected by ANA relating to passenger trafficgrowth in the Lisbon airport, the number of passengers recorded asof December 2010 exceeded 14 million. These figures combinedwith a 6.4% rise in commercial traffic as against the previous yearexplain the need to undertake as soon as possible the developmentof the capital's new airport.

The New Lisbon Airport (with an estimated global investmentabove 3 billion euros) will be constructed on the south bank of theTagus River, in Alcochete. The first phase should be ready in 2017and will serve approximately 25 million passengers per year.

43


TRANSPORT INVESTMENTINFRASTRUCTURECOMPANY (TIIC)

Transport Investment Infrastructure Company (TIIC), a company setup by Brisa, Millennium BCP and Compagnie Benjamin deRothschild with the purpose of investing in transportinfrastructures in the European Union and North and Latin Americacompleted in 2010 its second year of operation. TIIC made its finalclosing, obtaining an amount of available capital to invest of 140.5million euros.

In 2010 the company developed intensive work with itssubsidiaries, namely Auto-Estradas do Baixo Tejo, Auto-Estradas doLitoral Oeste, Empark and NDIA, in an effort to support thesecompanies' business development. The effort was worthwhile inrelation to the first mentioned subsidiaries, which have seen theiractivity approved by the Court of Auditors. As far as Empark isconcerned, it is worth mentioning the effort made to merge thePortuguese and Spanish operations, completed with remarkablesuccess during the year. Finally, in what concerns NDIA, we pointout the smooth development of construction works of phase 2 ofthe project, which should be completed at the end of 2011.

TRANSPORT INVESTMENTINFRASTRUCTURECOMPANY (TIIC)

Meanwhile, the company continued on the watch out for newinvestment opportunities. The company analysed dozens ofprojects but no investment was approved. It will therefore closeTICC investment in 2011 and then seek to develop similarinitiatives.

44


ASSETS STAKE SECTOR

GTC 25.3% MOTORWAYS

BAIXO TEJO CONCESSION 25% MOTORWAYS

LITORAL OESTE CONCESSION 20% MOTORWAYS

EMPARK 8.3% CAR PARKS

ASSETSPORTFOLIO (2010)

45

ANNUAL REPORT 2010 • 006 INTERNATIONAL BUSINESS

INT

ER

NA

TIO

NA

LB

USI

NE

SS006

INTERNATIONALBUSINESS

BRISA’S INTERNATIONALIZATION HAS PLAYED A CRUCIALROLE IN THE GROUP'S EXPANSION AND CONSOLIDATIONAT GLOBAL MARKET LEVEL, WITH THE COMPANY BEINGPRESENTLY A MAJOR PLAYER IN ROAD MANAGEMENT.

International growth has banked on the long and vast experienceand key skills developed over many years in the road concessionbusiness, including integrated solutions and electronic tollcollection systems. Brisa operates in Latin America, the UnitedStates and various Western European countries.

During 2010, Brisa sold the stake it held in the Brazilian concessioncompany CCR - Companhia de Concessões Rodoviárias, withproceeds of over 1 100 million euros.

BRAZIL: SALE OFHOLDING IN CCR –COMPANHIA DECONCESSÕESRODOVIÁRIAS

CCR - Companhia de Concessões Rodoviárias is the largest privategroup active in the road sector in Brazil, managing 1 500 km ofmotorways. CCR operates in the States of São Paulo, Rio de Janeiroand Paraná, managing the following concessions: Nova Dutra,AutoBan, Via Oeste, Rodoanel, Ponte, Via Lagos and Rodonorte. Thecompany holds a 40% stake in the share capital of concessionaireRenovias since 2008, managing a total of 345.6 km, connectingSão Paulo state’s inland to the south of Minas Gerais.

During 2010 Brisa successfully completed the sale of the 16.35%stake held in CCR capital. The sale was carried out gradually inconsecutive tranches throughout the year. The challenge consistedin combining the exit strategy while preventing that expectations

006INTERNATIONALBUSINESS

46


of future sales contaminated the stock, causing its devaluation. Theprofessionalism of its staff, on par with the support of CCR majorshareholders and the quality of our advisers contributed to thesuccess of the operation, which was completed within deadlinesand in accordance with expectations.

The disposal process was based on a mixed model which includedpart of the sale in M&A (with major shareholders acquiring 6% ofthe capital) and the remaining 10.35% sold on the capital market.Brisa carefully chose the most appropriate moment to make itsblock trade, in order to optimize total proceeds.

As result, it obtained net proceeds of over 1 100 million euros, andfurther 200 million euros of dividends received throughout theyears. We remind that the total investment made to acquire aholding in CCR share capital from 2001 to 2003 was ofapproximately 185 million euros.

UNITED STATES OFAMERICA: NORTHWESTPARKWAY

This concessionaire is 100% owned by Brisa and it represents animportant step in the Group’s internationalization process and atest to its capacity to add value in this market.

In 2010, Northwest Parkway consolidated the “eMigrar” project,which ended with the replacement of the old toll collection systemwith an All Electronic Tolling system. This technology was 100%created, developed and implemented by Brisa Auto-Estradas inpartnership with Via Verde Portugal and Northwest Parkway.

TRAFFIC IN NORTHWEST PARKWAYCONCESSION

The Northwest Parkway Concession saw an important upturn indemand throughout 2010.

As compared the previous year, total traffic grew by 5.4%.

HOLAND: MOVENIENCE

Movenience is responsible for electronic toll collection in theWesterschelde Tunnel in Holland, located in the Zeeland province.This company created in 2007, is 40% held by Brisa. Movenienceis strategically positioned to act as partner of the DutchGovernment in the implementation of the national road pricingprogramme, the car tax reform designed to charge taxesaccording to the number of km travelled, emission levelsproduced and areas and periods of day travels.

HOLAND: - BNVMOBILITY – BRISANEDMOBIEL VENTURES

Established at the end of 2010, Brisa Nedmobiel Ventures (BNV) isa 50/50 partnership between Brisa and the Dutch companyNedMobiel with the purpose of participating in mobility projects(avoid rush hour, road pricing, mobility budgets) in the Dutch andnorthern European markets and also of meeting the growingdemand for operation and maintenance services byconcessionaires and state agencies in Europe, the Middle East andAfrica).

The BNV portfolio includes two of the most important mobilityprojects being developed in Holland (Rotterdam and Utrecht) anda consultancy contract for the operation and maintenance of a400km motorway in Turkey, connecting the cities of Gebze andIzmir. BNV will act as an internationalization platform for Brisa,providing mobility services and developing innovating solutions inthis field, as well as operation and maintenance services.

47


NWP QUARTERLYCIRCULATION GROWTH

1Q 2Q 3Q 4Q

ÍNDIA: FEEDBACK BRISAHIGHWAYS

After assessing the Indian market, Brisa considered it to be crucialfor the company's international expansion and at the end of 2010,it set up Feedback Brisa Highways OMT (FBH), an Indian company40% held by Brisa and 60% owned by the Indian partners ofFeedback Ventures. This joint-venture aims at becoming a leadingcompany in motorway operation and maintenance and tollcollection in India.

With 12 000 km of motorways already built and compliant, 9 000km of motorways under construction and 25 000 km to belaunched and awarded in the period from 2011 to 2015, themajority of which under Public-Private Partnerships, India ispresently the largest and most ambitious market in the world, interms of motorway construction and modernization.

Through FBH, Brisa aims at doubling in the short term the totallength of motorways which it operates.

TURKEY: PRIVATIZATIONOF MOTORWAYNETWORK AND BRIDGESOVER THE BOSPHORUS

Brisa, in association with Akfen Holding Company, one of the largestTurkish groups in the area of road management, is planning to bid forthe privatization of the Turkish tolled motorway network, includingthe two bridges over the Bosphorus, which total over 1700km ofmotorways and 250km of access roads.

The privatization process is scheduled to start at the beginning of2011.

48


49

ANNUAL REPORT 2010 • 007 CORPORATE SUSTAINABILITY

CO

RP

OR

AT

ESU

STA

INA

BIL

ITY

007

CORPORATESUSTAINABILITY

BRISA ENVISAGES SOCIAL RESPONSIBILITY AS A LONG TERMCOMMITMENT TO CREATE VALUE FOR SHAREHOLDERS ANDTHE COMMUNITY AS A WHOLE, BASED ON ECONOMICGROWTH, SOCIAL PROGRESS AND ENVIRONMENTAL QUALITY.THIS COMMITMENT TO SUSTAINABLE DEVELOPMENT IS ASTRATEGIC GUIDELINE IN TERMS OF RISK MANAGEMENT ANDAT OPPORTUNITY CREATION LEVEL.

Brisa publishes its Annual Sustainability Report since 2003, whereit describes the company's policy and performance in financial,environmental and social terms. The Sustainability Report for 2010,drawn up according to Global Reporting Initiative GR3 directivesand audited externally with rating GRI A+, Third Party Checked,includes detailed information concerning each area covered by theCompany's sustainability strategy.

This document is available on Brisa's web site www.brisa.pt.

Aware of the environmental impacts of its operations, Brisadecided to quantify and examine these impacts in qualitativeterms, in order to make them fully compatible with sustainabledevelopment.

Brisa's performance and good practices is well recognized atnational and international levels, as attested by its activeparticipation in benchmark organisations, inclusion in specialisedindices and ratings in sustainability rankings.

The level of the company's engagement in this area in 2010 isshown in Brisa's continued presence in the FTSE4Good index andthe answer provided to analysts and benchmarks, namelySustainalytics, Dow Jones Sustainability Index, FTSE4Good, CarbonDisclosure Project and Heidrick & Struggles, amongst others. Thecompany is also member of the United Nations Global Compact,which it joined in 2007.

We also point out the rating in the ACGE index - ClimaticResponsibility in Portugal. It now ranks 7th with 70% as against45.9% in 2009, representing the largest rise of this index.

Brisa is member of organizations such as BCSD Portugal (BusinessCouncil for Sustainable Development), which it presided until May2010, and WBCSD (World Business Council for SustainableDevelopment), as part of the Development Focus Area Core Team,having played an active role in various projects, amongst which wepoint out the “Mobility for Development” initiative.

SUSTAINABILITY INDICATORS

Environmental indicators shown below are used to determine theeco-efficiency of the organization. Goals set forth for the 2010-2012 period will use 2009 as reference year to measure evolution.Social indicators reflect the corporate reorganization. Economicindicators show an upward trend in investment in the environmentand innovation fields and a stabilization of investment in localcommunities.

FIVE SUSTAINABILITY VECTORS

The five sustainability vectors described in chapter Vision andStrategy of Brisa's Annual Sustainability Report translate whatBrisa considers as the most important issues, i.e. those with greaterimpact on the organization and communities crossed.

SUSTAINABLE MOBILITY

This vector, previously known as Road Safety or Customer Servicevector, has deserved a more comprehensive approach in thisreport, one that better translates customers' and localcommunities' expectations: service provided with quality, safety,comfort and traffic fluidity, contributing to local development andmobility and accessibility solutions.To promote sustainable mobility is to respond to the challengesposed by these expectations, while serving society and creatingcompetitive advantages for the company.

ENVIRONMENT

Brisa has a long road travelled in the environmental field.Throughout its over two decades of existence, it collected a longhistorical of strong environmental concern. The growingimportance of this field was accompanied by good practices in allareas where it operates: Planning, Construction and Operation

007CORPORATESUSTAINABILITY

50


Brisa's Environmental Management System and EnvironmentalPolicy provide an encompassing approach to this area.

On par with business related issues, biodiversity and climatechanges, Brisa and its stakeholders identified other crucial issues,which have benefited from specific initiatives that go far beyondminimum legal requirements.

Based on its Environmental Management System, widely coveredin previous years' reports, Brisa pin-pointed eco-efficiency as acrucial working area, having defined quantitative goals for 5 majorindicators: water, electricity and fuel consumptions, wasteproduction and emissions.

HUMAN RESOURCES

2010 was a particularly challenging year for the Brisa Group, interms of personnel management. Competitiveness and efficiencyrequirements led to the search of alternatives to minimize fixedcosts. The deployment of automatic toll collection lanes (VMCA)brought significant competitiveness gains in terms of tollcollection, but also introduced many challenges at personnelmanagement level. Mitigating the social impact of the newequipment now introduced was crucial.

51


MILLION EURO 2008 2009 2010

INVESTMENT IN MOTORWAYS 207 110 122

OPERATING COSTS 409.5 454.1 199.9

STAFF COSTS 93.3 95.1 100.9

NET INCOME 151.8 161.0 758.9

ENVIROMENTAL INVESTMENT 15.5 18.5 11.4

PREVENTION AND ENVIRONMENTAL MANAGEMENT COSTS 2.3 5.6 1.5

WASTE DISPOSAL. EMISSIONS TREATMENT. AND REMEDIATION COSTS 13.2 12.9 9.9

R & D INVESTMENT 5.2 6.0 4.9

RESEARCH NA* 0.5 0.6

DEVELOPMENT NA* 5.5 4.3

INVESTMENT IN LOCAL COMMUNITIES 1.4 1.3 0.8

DONATIONS 0.2 0.2 0.3

PUBLIC SERVICE 1.3 1.1 0.5

* Data not available due to changes in the indicator.

ELECTRICITY CONSUMPTION [GJ] 132 863 142 340 124 374

WATER CONSUMPTION [M3] 273 525 236 776 186 544

PUBLIC SUPPLY 152 153 117 485 111 056

OWN COLLECTIONS 121 372 119 291 75 488

FUEL CONSUMPTION [GJ] 105 643 98 891 101 671

GAS 1 975 1 208 513

DIESEL 103 668 97 683 101 158

GHG EMISSIONS [TCO2EQ] 21 962 23 809 18 238

DIRECT EMISSIONS 7 955 7 449 7 660

INDIRECT EMISSIONS 14 007 16 360 10 578

WASTE [T] 1 770 973 1 832

Although this new automatic equipment could result in a decreasein the number of toll booth operators, Brisa's strategy in this fieldwas to reduce its job impact as much as possible. With this in mind,it adopted several measures to secure jobs and boost theemployability of toll booth operators.

To this end, the Group decided that any redundancy would onlyhappen by mutual agreement, in order to enable workers to pondertheir life options and consider new projects that they could developwith the financial compensation they would receive.

Another important measure taken to protect jobs was the creationof a second Toll Operations Centre in Maia, instead of at the OCCfacilities in Carcavelos, which already had all the technologicalfacilities required. This new remote control centre to support tollcollection permitted to secure the jobs of 50 toll booth operators.

At the end of 2010, Brisa employees were distributed as shownabove.

Adding to the above, there are expatriated employees - 2 in Braziland 3 in the United States plus 5 foreign employees (1 at BNA and4 at NWP).

Changes in the toll collection process contributed to thereorganization of personnel. In relation to the previous year, wereport a 29% decrease in fixed term contracts and a 3% drop in noterm contracts.Reasons behind employees leaving the company were the following:

In 2010, the company engaged 63 new people distributed asfollows: Managerial Staff: 32%; inspectors: 19%; CustomerAssistance personnel: 16%; works supervisors: 13%; electronics,toll and call centres areas: 6%.

The Group's staff is made up of 72% of men and 28% of women.The age average is 41 years-old.

SOCIAL DEVELOPMENT

The country's economic and social development is closely related to theexistence of road infrastructures. Investment in such infrastructures ishighly advantageous for both people and companies.On par with the positive impact on the company's business, Brisaoperations as a citizen company evolved considerably, focusing inparticular, the implementation of investment projects in localcommunities.

A highlight in 2010 was the Nova Via Manual project (New ManualLane) for which Brisa developed a new innovation model, which itis perfecting and adjusting over the years. One of the distinguishingcharacteristics of this model is the intensive joint work of a largeset of partners, boosting network innovation and favouring closecollaboration, viewing to maximize the company's innovationpotential. This network includes suppliers, universities,technological centres, competitors, startups and state agencies,which function as a virtual factory.

This model has brought clear gains for all the parties involved, asjoint projects have led to the setting up of partnerships for specificprojects and the emergence of startups.

The new semi automatic toll collection system called Nova ViaManual deployed in 2010 in Brisa's motorway network resultedfrom the work of this innovation network.Developing this system spurred:i) Domestic companies' entrepreneurship - banking on Portuguese

companies was crucial;

ii) Portuguese technological know-how - integrating national

52


TOTAL %

TERMINATION OF TERM CONTRACTS 80 35.40%

ON THE EMPLOYEE'S INITIATIVE 21 9.29%

MUTUAL AGREEMENT 116 51.33%

RETIREMENT 3 1.33%

OTHER 6 2.65%

226 100.00%

LEAVING MOTIVATIONS

YEAR TERMLESS OTHER

2010 2 411 258

2009 2 480 363

2008 2 531 336

LEAVING MOTIVATIONS

53


TYPE OF CONTRACT

COMPANY TERMLESS TERM UNCERTAIN TERM TOTAL

BRISA AUTO-ESTRADAS 187 1 188

BRISA CONCESSÃO RODOVIÁRIA 13 12 103 220

BRISA ENGENHARIA E GESTÃO, S.A. 105 12 103 220

BRISA INOVAÇÃO E TECNOLOGIA, S.A. 82 3 85

BRISA O&M 1 418 44 9 1 471

BRISAL 3 3

CONTROLAUTO 281 38 9 328

ITEUVE 59 14 1 74

MCALL, S.A. 29 16 45

VIA VERDE PORTUGAL 125 7 132

AEA 109 1 0 110

TOTAL IN PORTUGAL 2 411 136 122 2 669

BRISA EMPLOYEES

technological capacity and keeping knowledge and productionin Portugal;

iii) New opportunities for domestic exporting companies - Brisachallenged Portuguese companies, for which the Via Manualproject brought new business opportunities;

iv) Minimization of the project's social impact - the social impact ofthe project was carefully assessed, leading to the relocation ofthe system's remote operational centres from Carcavelos (initialprojected location) to Maia and Vendas Novas.

Brisa's social projects "Show Solidarity" and "Learn toUndertake", based on the contributions of the company'semployees, continued to be developed in 2010.

In the meantime, the company started a new social projectintended to meet local communities’ most pressing needs.

INNOVATION AND QUALITY

One year following its creation, Brisa Inovação bolstered its crucialrole in the E-toll Nova Via Manual project. On par with promotingthe development of the business, Brisa Inovação and its partnerswork as catalyst for innovation in Portugal and abroad.

We point out the triple certification in Innovation, Quality andEnvironment obtained by Brisa Inovação e Tecnologia (BIT) in2010, becoming the first company of the Group to achieve thisgoal. The project was started following the setting up of BIT at theend of 2009 and resulted from the merging of existing systems inthe former Innovation and Technology Division (Innovation andQuality) and BAER (Quality and Environment).

54

ANNUAL REPORT 2010 • 009 CORPORATE GOVERNANCE REPORT

55

ANNUAL REPORT 2010 • 008 FINANCIAL REPORT

FIN

AN

CIA

LR

EP

OR

T

008

FINANCIAL REPORT

OPERATING REVENUES:

In 2010 operating revenues totalled 673.7 million euros, falling by0.5%, from the 676.9 million euros posted in the previous year.

The breakdown by business areas shows a decrease in revenuesfrom Brisa and Atlântico concessions, and a positive developmentfrom Brisal.

The increase in Road Services revenues stems mainly from a rise inoperation and maintenance services and engineering services.

TOLL REVENUES

Toll revenues account for a significant part of operating income.During the year under review, toll revenues amounted to 573.5million euros, rising by 16.8 million euros over the same period of2009 (-2.8%).

At Brisa Concession, toll revenues fell by 3.5% to 18.4 millioneuros. This drop contributed with -3.1% to the 2.8% fall inconsolidated toll revenues.

This unfavourable development is largely the result of a decreasein average daily traffic by 2.9% as against the previous year, whichin turn derives from the competition of free toll motorways(SCUTS). In September 2009, construction of the Costa de PrataConcession was completed (with opening to traffic of the Angeja-Estarreja sub-stretch), providing a new Porto-Lisbon motorwaycorridor, which had a negative impact on the other corridor - the A1– Auto-estrada do Norte, in the first nine months of 2010.

This adverse impact was partially offset as from the second half ofOctober 2010, when the Costa de Prata, Grande Porto and NorteLitoral concessions started to be tolled. The natural fall in demand forthese concessions had a positive impact on the following motorwaysof Brisa concession: A1 – Auto-estrada do Norte, A3 – Auto-estradaPorto/Valença; and A4 – Auto-estrada Porto/Amarante.

008FINANCIAL REPORT

56


MILLION EURO

TOLL REVENUESPER CONCESSION

MILLION EURO 2009 2010 % CH.

OPERATING REVENUES1 676.9 673.7 -0.5%

TOLL REVENUES 590.3 573.5 -2.8%

SERVICE AREAS 11.5 12.7 10.4%

SERVICES 46.6 66.6 42.9%

OTHER OPERATING REVENUES: 28.5 20.9 -26.7%

Note: Services include related sales1 Excludes Revenues associated with IAS11, as well as revenues associatedwith depreciations and provisions

CONSOLIDATEDOPERATING INCOME


BRISA 542.0 523.6 -3.4%

ATLÂNTICO 34.6 33.8 -2.3%

BRISAL 24.7 26.2 6.1%

ROAD SERVICES 59.1 70.9 20.0%

INTERNATIONAL BUSINESS 12.6 16.8 33.3%

OTHER 3.9 2.4 -39.3%

TOTAL 676.9 673.7 -0.5%

Note: Based on consolidated income

BREAKDOWN OF INCOME PERBUSINESS AREA

Traffic interruption on the A9 – Lisboa Ring Road(CREL) from endof January to beginning of March 2010, following the occurrenceof a landslide, adversely affected the results of the entire motorwayand naturally, the network's.

Heavy weight traffic also fell (-6.7% vs. average -2.9%), negativelyaffecting the class mix and contributing to a drop in total tollrevenues.

Atlântico Concession recorded a fall of approximately 2.9% inaverage daily traffic. This performance, which resulted in part froman unfavourable macro economic situation, was positivelyinfluenced by the completion of the Costa de Prata concession (inSeptember 2009) and negatively affected by the introduction of tollcollection in the concession, as from the second half of Octoberonwards.Toll revenues in Atlântico Concession as against 2009 fell by 0.8million euros (-2.4%), contributing with -0.1% to the change inconsolidated toll revenues.

Brisal Concession posted a decrease of approximately 4.7% inaverage daily traffic. Completion of the Costa de Prata concessionin September 2009 boosted traffic in the first nine months of 2010.However, the introduction of tolls in this Concession in the secondhalf of October considerably hindered traffic in the Brisalconcession in the last quarter of the year.

Toll revenues at the Brisal concession grew by 1.3 million euros(5.2%), contributing with 0.2% to consolidated toll revenues.

In what concerns the Northwest Parkway Concession, tollrevenues (in local currency - $US) grew by 12.3%, i.e. + USD 1.1million. Growth in euros stood at 18.2%, corresponding to EUR 1.2million.This concession's contribution to consolidated toll revenueswas +0.2%.

In operating terms, average daily traffic rose by 3.2%, contributingto the +12.3% growth in revenues, that were also boosted by therise in tariffs and a favourable development at traffic structurelevel.

57


% GROWTH % GROWTH

CONSOLIDATED INDIVIDUAL

BRISA CONCESSION -3.1% -3.5%

ADT -2.7% -3.1%

MIX -0.4% -0.5%

OTHER 0.0% +0.1%

ATLÂNTICO -0.1% -2.4%

BRISAL +0.2% +5.2%

NORTHWEST PARKWAY +0.2% +18.2%

TOTAL GROWTH (%) -2.8%

EVOLUTION OF CONSOLIDATEDTOLL REVENUES 2010 VS. 2009

EVOLUTION OF CONSOLIDATEDTOLL REVENUES 2005-2010

600

590

580

570

560

550

540

530

520

510

500

Million Euro

2005

508

2006

510

2007

576

2008

583

2009

590

2010

574

We point out that as result of the consolidation method applied tothe Atlântico concession, the impact of the Lisboa-Leiria motorway(A8) and Caldas da Rainha-Santarém motorway (A15) accounts foronly 50% of the total revenues posted by these motorways.

OTHER OPERATING REVENUES

Other operating revenues corresponding to services and serviceareas lease rents rose by 15.7% in 2010 as against 2009,increasing their weight in total operating revenues.

The breakdown of operating revenues is as follows:

SERVICES

During 2010 and as opposed to the previous year, revenues fromservices grew by 43% to a total of 66.6 million euros. Thisperformance stems mainly from an increase in the sale of Via Verdedevices, following the introduction of tolls in formerly toll freeconcessions and from the technical assistance and road servicesprovided by BEG and BOM to other concessionaires, which in 2009were recorded as Other Operating Income.

The rise in revenues posted by Brisa Inovação (BIT) derived mainlyfrom the sale of equipment for semi-automatic toll barriers,installed in Brisa network during 2010.

58



CAR INSPECTIONS 26.0 27.2 4.6%

TECHNICAL ASSISTANCE* 12.2 20.0 64.1%

ROAD ASSISTANCE 1.2 10.7 793.8%

ELECTRONIC COLLECTION 5.4 6.6 21.4%

OTHER 1.8 2.1 17.0%

TOTAL 46.6 66.6 43.0%

(*) Including equipment sales

SERVICES REVENUES

MOTORWAY AMOUNT1 %

A1 220.2 38.4%

A2 98.8 17.2%

A3 45.8 8.0%

A5 30.2 5.3%

A4 29.8 5.2%

A8 (50%) 29.4 5.1%

A17 25.6 4.5%

A9 24.7 4.3%

A6 21.6 3.8%

A12 12.8 2.2%

A13 11.8 2.1%

A10 7.8 1.4%

NWP 7.8 1.4%

A14 4.0 0.7%

A15 (50%) 3.4 0.6%

TOTAL 573.5 100.0%

1Million euros

REVENUES PER MOTORWAY

TOTAL OPERATIONALREVENUES WEYGHT

Other OperationalRevenues

Toll Revenues15%

85%

OTHER OPERATIONALREVENUES

Services

Service Areas

Other OperationalRevenues

21%

13%66%

Respective contribution to the consolidation perimeter is as follows:

SERVICE AREAS

Revenues from services areas in 2010 amounted to 12.7 millioneuros.

Compared to the previous period, revenues grew by 1.2 millioneuros (10.8%) mainly due to:

- Brisa – revision of the terms of some sub-concession contracts forservice areas;

- Brisal – opening of the service areas of this concession (A17) tookplace in April 2009, therefore the rise in relation to the previousyear derives exclusively from the fact that this was the first fullyear of operation.

OTHER OPERATING REVENUES:

Other operating revenues climbed 7.7 million euros as against thesame period of the previous year, following the accountingreclassification in 2010 of technical assistance and road services,which are now entered as Road Services.

OPERATING COSTS

Consolidated operating costs, excluding amortization andprovisions, grew by 2.4% in 2010 as against 2009, totalling 199.9million euros.

On a comparison basis, the drop in operating costs was by 2.9%, ifwe exclude the impact from non recurrent effects relating to theimplementation of the new automatic toll collection system andthe rise in electronic tolling - following the introduction of tolls inthe former SCUT (toll free) concessions.

OPERATING COSTS STRUCTURE

Supplies and Services fell by 3.2% (3.0 million euros) mainly asresult of the impact of the various initiatives taken to improveoperating efficiency in all companies of the group over the pasttwo years.

59



BOM 16.3 118.3 625.6%

VIA VERDE 23.5 27.7 18.1%

CONTROLAUTO1 26.1 27.3 4.6%

BIT 10.2 27.0 164.9%

BEG 18.6 20.4 9.8%

MCALL 2.4 2.7 12.8%

TOTAL 97.1 223.4 130.2%

1 Includes ITEUVE

SERVICE COMPANIESREVENUES


CONTROLAUTO1 26.0 27.2 4.7%

VIA VERDE 8.6 13.1 52.4%

BEG 6.4 11.5 79.1%

BOM 1.3 10.8 759.6%

BIT 2.9 2.9 0.2%

MCALL 0.7 1.1 46.7%

OTHER 0.7 0.0 -98.8%

TOTAL 46.6 66.6 43.0%

1 Includes ITEUVE

CONTRIBUTION FROMSERVICE COMPANIES


BRISA CONCESSION 10.1 11.0 8.9%

ATLÂNTICO CONCESSION 1.0 1.0 1.4%

LITORAL CENTRO CONCESSION (BRISAL) 0.4 0.7 75.4%

TOTAL 11.5 12.7 10.8%

SERVICE AREASREVENUES


SUPPLIES AND SERVICES 91.5 88.5 -3.2%

STAFF COSTS 95.1 100.9 +6.1%

OTHER COSTS 8.7 10.4 +20.4%

SUBTOTAL 195.3 199.9 +2.4%

AMORTIZATION AND PROVISIONS 265.0 421.7 +59.1%

TOTAL OPERATING COSTS 460.3 621.6 +35.0%

1 Excludes Revenues associated with IAS11, as well as revenues associatedwith depreciations and provisions

2 Net of revenues associated with depreciation

OPERATING COSTS

As far as staff costs are concerned, the 6.1% rise occurred wasmainly motivated by the impact of lower cost capitalization ininvestment projects (+0.5%) and implementation of newautomatic toll collection systems (+4.8%). Excluding theseimpacts, staff costs rose by 0.8%.

At the end of 2010 the Brisa Group had 2 575 employees(excluding the Atlântico Concession), i.e. 159 employees less thanin 2009.

In 2010, Amortisation and Provisions accounted for 68% of theGroup's cost structure. Change in relation to 2009 results to a largeextent, from the recording of impairments and provisions relatingto investments in Brisal and Douro Litoral concessions.

OPERATING MARGINS IN 2010

At consolidated level Brisa posted an EBITDA margin of 70.3% andan EBIT margin of 7.7%. Deterioration in the EBIT margin in 2010was due to recording of non recurrent impairments and provisionsrelating to investments in Brisal and Douro Litoral concessions.

The breakdown per business area shows the following evolution inthe EBITDA margin in 2010:

The change in EBIT margins occurred in 2010 was as follows:

The negative change in the EBIT margin in 2010 was due to therecording of non recurrent impairments and provisions relating toinvestments in Brisal and Douro Litoral concessions.

60



OPERATING REVENUES 676.9 673.7 -0.5%

TOLLS 590.3 573.5 -2.8%

OPERATING COSTS 195.3 199.9 2.4%

EBITDA 481.6 473.8 -1.6%

EBITDA MARGIN 71.1% 70.3% -0,5 P.P

DEPRECIATIONS AND PROVISIONS 265.0 421.7 59.1%

EBIT 216.6 52.1 -75.9%

EBIT MARGIN 32.0% 7.7% -24.3 P.P.

OPERATIONAL MARGINS

EBITDA MARGINPER BUSINESS AREA


BRISA CONCESSION 75.1% 73.8% -1.3 P.P.

ATLÂNTICO CONCESSION 65.5% 68.9% 3.4 P.P.

LITORAL CENTRO CONCESSION 52.1% 56.1% 4.0 P.P.

ROAD SERVICES 50.2% 53.1% 2.9 P.P.

INTERNATIONAL 44.9% 56.2% 11.3 P.P.

TOTAL 71.1% 70.3% -0.8 P.P.

% EBITDA MARGIN PERBUSINESS AREA


BRISA CONCESSION 255.7 240.2 -6.1%


LITORAL CENTRO CONCESSION -43.2 -109.2 152.9%


INTERNATIONAL -2.1 2.7 -228.8%

OTHER -19.1 -113.7 494.5%

TOTAL 216.6 52.1 -76.0%

EBIT MARGIN PERBUSINESS AREA

MILLION EURO AMOUNT M€ % GROWTH

COST CAPITALIZATION +0.5 +0.5%

E-TOLL PROJECT +4.5 +4.8%

OTHER FACTORS +0.8 +0.8%

TOTAL CHANGE +5.8 +6.1%

STAFF COSTS


BRISA CONCESSION 406.8 386.4 -5.0%


LITORAL CENTRO CONCESSION 12.9 14.7 14.2%


INTERNATIONAL 5.7 9.4 66.7%

OTHER 3.9 2.4 -39.3%

TOTAL 481.6 473.8 -1.6%

FINANCIAL RESULT

In 2010 Consolidated Financial Results totalled 711.6 million euros,growing by 759.2 million euros in relation to the negative 47.6million euros posted in the previous year.

Financial income amounted to 9.2 million euros, which comparesto 9.9 million euros in 2009. This slight drop stems from theabsence in 2010 of the positive effect of the interest rate hedgingoperation of Brisal (less 5.9 million euros recorded under OtherFinancial Income) recorded in 2009. The decrease was partiallyoffset, however, by the rise in Interest Earned (+ 5.2 million euros),stemming from earnings obtained with cash and liquid assets,deriving from the sale of the stake in CCR.

Financial costs evolved positively reaching 155.1 million euros in

2010 as against 161.6 million euros 2009, mainly pushed by a dropin Interest Paid (8.2 million euros less), following a fall in interestrates. Conversely, although only partially offsetting the rise inFinancial Costs, in 2010 Other Interest and Financial expenses grew(by 1.7 million euros), due to rising fees and other bank expensescombined with an unfavourable development of foreign exchangeexposures.

Financial income amounted to 857.5 million euros in 2010, whichcompares to 104.1 million euros in 2009. This rise by 753.4 millioneuros resulted mainly from gains obtained with the sale of Brisa'sholding in CCR (Brazil) for a total sum of 845.5 million euros. Theamount referred to above was partially offset (by 88.5 millioneuros) by the fact that 2010's accounts only include the result ofthe equity method relating to CCR's investment for the first fivemonths of the year.

Brisa Auto-estradas/BCR, Brisal and Atlântico concessions and theServices Area posted a joint financial loss of 141.4 million euros.The international area, on the other hand, recorded a profit of 853million euros.

Financial expenses at Brisa Auto-estradas/BCR accounted for 67%of total Consolidated Financial Costs in 2010. Brisal and Atlânticoconcessions contributed with respectively, 15% and 6% of thetotal. The weight of the International Area and the Services Area aspercentage of total consolidated financial results was 10% and 1%respectively.

NET PROFIT

Net profit improved in relation to 2009 mainly as result of the gainsobtained from the sale of the stake in CCR - Companhia deConcessões Rodoviárias (Brazil).

61


MILHÕES DE EUROS 2009 2010 VAR. %

BRISA 47.2% 45.9% -1.3 P.P.

ATLÂNTICO 11.4% 13.6% 2.2 P.P.

BRISAL -174.8% -416.9% S/S

ROAD SERVICES 36.2% 38.8% 2.6 P.P.

INTERNATIONAL -16.6% 16.0% 32.6 P.P.

TOTAL 32.0% 7.7% -24.3 P.P.

% EBIT MARGIN PERBUSINESS AREA


FINANCIAL INCOME 9.9 9.2 -7.1%

INTEREST EARNED 3.2 8.3 162.5%

OTHER OPERATING INCOME 6.7 0.9 -88.1%

FINANCIAL COSTS -161.6 -155.1 -4.0%

INTEREST PAID -141.7 -133.5 -5.8%

OTHER INTEREST AND FINANCIAL EXPENSE -19.9 -21.6 8.5%

INCOME FROM FINANCIAL INVESTMENTS 104.1 857.5 723.7%

GAINS IN INVESTMENTS 108.1 863.3 698.6%

LOSSES IN INVESTMENTS -4.0 -5.8 45.0%

CONSOLIDATED FINANCIAL INCOME/(LOSS) -47.6 711.6 -

FINANCIAL RESULT

62


CONSOLIDATED FINANCIAL RESULTSPER BUSSINESS AREA

853.0

-0.4

-108.0-9.2 -23.8

711.6

InternationalBusiness

RoadServices

BrisaConcession

AtlânticoConcession

Litoral CentroConcession

FinancialResult

CONSOLIDATED FINANCIALCOSTS PER BUSSINESS AREA

-104.0

InternationalBusiness

-1.0 -16.2

-9.6-23.9

-155.1

RoadServices

BrisaConcession

AtlânticoConcession

Litoral CentroConcession

FinancialResult

The decrease in EBIT margin by 24.3 p.p. derived from the enteringof an impairment relating to the investment in Brisal following aconsiderable drop in traffic as against the project's base case, andthe recording of a provision to cover potential losses withcommitments assumed with the consortium for the construction ofthe Douro Litoral concession (DLACE).

The losses posted by the Brisal concession where Brisa holds a 70%stake account for the Minority Interest figures of -16,9 millioneuros.

INVESTMENT

Brisa's expenditure in 2010 totalled approximately 128 millioneuros, a considerable amount of which were spent in the wideningworks of Brisa and Atlântico concessions.

The Group invested 96 million euros in Brisa (BCR) concession, inline with its widening works plan, which covered the followingstretches: Maia / Santo Tirso (A3),Valongo / Campo (A4) and ÁguasSantas / Ermesinde (A3) and new works, including Alto da Guerra(A12) Junction and accesses to Lisboa Norte Logistics Platform(A1), representing an increase by 13 million over 2009.

Investment in Atlântico concession rose by 6 million as against2009, resulting to a large extent from widening works inCRIL/Loures and Loures/Malveira sub-stretches on the A8.

63



OPERATING INCOME: 676.9 673.7 -0.5%

EBITDA 481.6 473.8 -1.6%

EBITDA MARGIN 71.15% 70.32% -0.8P.P.

EBIT 216.6 52.1 -75.9%

EBIT MARGIN 31.99% 7.73% -24.3P.P.

FINANCIAL RESULT -47.6 711.6 1594.1%

PROFIT BEFORE TAX 168.9 763.7 352.1%

TAX 39.6 42.4 7.0%

MINORITY INTEREST -20.7 -37.6 82.0%

NET PROFIT 150.0 758.9 406.0%

NET PROFIT

TANGIBLE INVESTMENT

MILLION EUROS 2009 2010BRISA CONCESSION 76.0 84.7

NEW STRETCHES 2.5 15.2WIDENINGS 60.1 51.9OTHER 13.4 17.6

BRISAL (70%) 3.3 2.1ATLÂNTICO (50%) 11.3 17.0OTHER 4 7.6TOTAL 94.6 111.4

Does not include figures for major repairs (pavement works), within the scope of IFRIC 12 standard. In 2009 and 2010 these repairs amounted to 7.3 million Euro and 10.9 millionEuro, respectively.Brisa Concession CAPEX, 84.7 million Euro, does not include Project Management expenses, in a total of 6.7 million Euro and Major Repairs (mainly repavement works) of 10.9million Euro.Atlântico CAPEX includes 9.0 million Euro, related with the widening of the CRIL - Loures stretch, a non-tolled stretch, thus an obligation of the State.

CONSOLIDATED ASSETS

At the end of 2010, total net assets had climbed 13.7%, reaching6 043 million euros. This increase stemmed mainly from theproceeds obtained with the sale of the CCR holding. The sale of theCCR holding also accounts for the reduction in investments inassociates and the rise in cash and cash equivalent.

ASSETS PER BUSINESS AREA

The breakdown of assets per business areas shows that BrisaConcession accounts for approximately 65% of the Group’sbalance sheet. Atlântico and Brisal Concessions posted a slightdrop in relation to 2009.

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ASSETS PERBUSINESS AREA

Brisa Concession19%

65%Atlântico Concession (50%)

Brisal Concession

International Area

Services

2%

8%

6%


NON CURRENT ASSETS 5 065.8 4 618.3 -8.8%

INTANGIBLE ASSETS 4 413.2 4 248.8 -3.7%

TANGIBLE FIXED ASSETS 101.0 93.6 -7.4%

INVESTMENT IN ASSOCIATES 297.2 26.6 -91.0%

GOODWILL 28.1 28.1 0.0%

OTHER INVESTMENTS 24.4 10.4 -57.5%

DEFERRED TAX ASSETS 175.6 178.4 1.6%

OTHER NON CURRENT ASSETS 29.2 32.4 10.7%

CURRENT ASSETS 247.6 1 467.3 492.5%

INVENTORIES 4.0 5.0 23.1%

TRADE AND OTHER RECEIVABLES 52.3 64.7 23.7%

NON CURRENT ASSETS HELD FOR SALE 0.0 14.2 N.A.

CASH AND CASH EQUIVALENT 170.5 1355.9 695.3%

OTHER CURRENT ASSETS 20.8 27.4 32.2%

TOTAL NET ASSETS 5 313.4 6 085.6 14.5%

ASSETS

CONSOLIDATED LIABILITIES

As far as consolidated liabilities are concerned, we point out adecrease in medium and long term debt and an increase in shortterm debt explained by the issuing of commercial paper. Minorityinterest dropped considerably as against 2009 mainly as result ofthe negative equity evolution of Brisal Concession (70% held byBrisa).

LIABILITIES PER BUSINESS AREA

The breakdown of liabilities by business areas is similar to that ofassets, with Brisa Concession accounting for 73% of the total,slightly above figures for 2009 (72%).

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LIABILITIES PERBUSINESS AREA

8%

73%

2%

12%

5%

Brisa Concession

Atlântico Concession (50%)

Brisal Concession

International Area

Services


EQUITY 1 306.6 1 893.3 44.9%

MINORITY INTEREST 31.7 -0.1 -100.3%

EQUITY AND MINORITY INTEREST 1 338.3 1 893.2 41.5%

NON CURRENT LIABILITIES 3 314.4 3 611.5 9.0%

LOANS 2 986.4 3 155.7 5.7%

PROVISIONS 189.5 320.8 69.3%

OTHER NON CURRENT LIABILITIES 121.3 109.2 -10.0%

DEFERRED TAX LIABILITIES 17.2 25.7 49.6%

CURRENT LIABILITIES 660.8 580.9 -12.1%

SUPPLIERS 18.0 26.7 48.8%

LOANS 528.3 399.0 -24.5%

OTHER RECEIVABLES 24.7 26.4 -3.9%

OTHER CURRENT LIABILITIES 87.2 128.8 47.8%

TOTAL LIABILITIES 3 975.3 4 192.4 5.5%

TOTAL LIABILITIES AND EQUITY 5 313.4 6 085.6 14.5%

EQUITY AND LIABILITIES

CONSOLIDATED FINANCIAL DEBT

The year 2010 was marked by the corporate reorganization of theBrisa Group completed on December 22, with the transfer BrisaConcession's business to Brisa Concessão Rodoviária, S.A. (BCR).The transfer included not only Brisa Concession's assets but also ofits liabilities. As far as financial instruments are concerned, thetransfer included bond issues, EIB loans, loan securitisation,commercial paper programmes entered with national andinternational banks, as well as guarantees and interest rate swaps.

The year also saw the sale of the 16.35% holding in CCR, whichbrought in proceeds of nearly 1.133 million Euros that enabledboosting the Group's liquidity.

As of 31 December 2010, the Group's net consolidated debtamounted to 2.199 million Euros, representing a considerable drop(by 34% in fact) over the 3.344 million recorded in 2009.Consolidated gross debt for the period remained practicallyunchanged.

Following the reorganization process referred to above and thesubsequent transfer of debt to BCR, company Brisa Auto Estradasbecame practically debt free. The only exception is the nearly 0,3million Euros of operational overdrafts. The balance of gross debtheld by Brisa Auto Estradas at the end of 2009 was close to theamount transferred from this company to BCR on December 22,2010.

We point out the decrease in debt at Brisal and Auto Estradas doAtlântico, both subject to project financing. This drop is explainedby the fact of these concessions being already in full operation(albeit with very different maturity levels).

As far as Northwest Parkway’s debt is concerned, the change wasdue to a rise from USD 327 million at the end of 2009 to USD 343million one year later and the appreciation of the US currency asagainst the Euro during 2010.

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MILLION EURO 2009 2010 VAR. %

BRISA AUTO-ESTRADAS 2 548.30 0,30 -100%

BRISA CONCESSÃO RODOVIÁRIA (BCR) - 2 583.63 N/A

BRISAL CONCESSION 523.00 515.52 -2%

ATLÂNTICO CONCESSION 187.10 174.91 -7%

NORTHWEST PARKWAY CONCESSION 227.20 256.97 13%

CONTROLAUTO 25.90 21.52 -17%

OTHER SUBSIDIARIES 2.80 1.90 -32%

TOTAL DEBT 3 514.70 3 554.75 1%

CASH AND EQUIVALENTS 170.50 1 355.94 695%

NET DEBT 3 344.20 2 198.81 -34%

CONSOLIDATED DEBT PER COMPANY

The Group's consolidated net debt was distributed as follows:

At the end of 2010, the Group had three bond issues placed withdomestic and non resident investors. On December 22, 2010,following the reorganization process, Brisa Concessão Rodoviáriatook on the obligations stemming from the bond issues of BrisaFinance BV (2013 – EUR 500 million) and Brisa Auto Estradas, SA.(2012 - EUR 63.3 thousand and 2016 - EUR 600 million). Thetransfer to BCR of the bond issues referred to above was includedin a capital increase operation by contribution in kind, specificallya number of assets and liabilities of BCR, together with the settingup of a Euro Medium Term Note Programme in the amount of EUR3 000 000 000 issued by BCR, of which the said issues are nowpart. These issues' main features are as follows:

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BONDS 1 168.00 1 156.56 -1%

SECURITIZATION 238.80 158.07 N/A

BANK LOANS 1 773.00 1 719.41 N/A

EIB 1 188.30 1 117.69 -6%

OTHERS 584.70 601.72 3%

COMMERCIAL PAPER 330.40 518.52 57%

BANK OVERDRAFT 4.60 2.20 -52%

TOTAL DEBT 3 514.70 3 554.76 -83%

CASH AND EQUIVALENTS 170.50 1 355.94 695%

NET DEBT 3 444.20 2 198.82 -34%

CONSOLIDATED DEBT PER INSTRUMENT

MILLION EURO NOMINAL VALUE RATE MATURITY

BOND 2012 63,3 VARIABLE (EUR 6 MONTHS) 2012 (2 YEARS)

BOND 2013 500 4.797% 2013 (3 YEARS)

BOND 2016 600 4.5% 2016 (6 YEARS)

BONDS

The 1 719,41 million euros of bank loans concern EIB loans andother commercial bank loans granted to companies funded underproject finance regime had the following breakdown per company:

Within the scope of the reorganization process, the Groupnegotiated with the European Investment Bank (EIB) not only thetransfer to BCR but also the consolidation of 16 financing contractsexisting with Brisa into one only financing contract. Thisconsolidation resulted in a significant increase in average maturity,with the current repayment plan being divided into 40 monthlyinstalments spanning from June 2011 to December 2030.

The repayment of the Group's debt will be spread over until 2031.

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OTHER BANK LOANS 1 188.4 1 117.7 -6%

BRISA AUTO-ESTRADAS 835.3 - N/A

BRISA CONCESSÃO RODOVIÁRIA (BCR) - 772.0 N/A

BRISAL CONCESSION (PROJECT FINANCE) 264.7 264.1 0%

ATLÂNTICO CONCESSION (50%) (PROJECT FINANCE) 87.8 81.6 -8%

OTHER BANK LOANS 584.7 601.7 3%

BRISAL CONCESSION (PROJECT FINANCE) 258.6 251.5 -3%

ATLÂNTICO CONCESSION (50%) (PROJECT FINANCE) 99.3 93.3 -17%

NORTHWEST PARKWAY CONCESSION (PROJECT FINANCE) 227.1 257.0 13%

TOTAL BANK LOANS 1 773.1 1 719.4 -3%

BANK LOANS

700 000

600 000

500 000

400 000

300 000

200 000

100 000

REPAYMENT PROFILE OF CONSOLIDATEDM/L TERM DEBT

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031

Controlauto Northwest Parkway Auto-Estradas do Atlântico BCR Brisal

The repayment profile of Atlântico's debt is based on lowinstalments due to the fact that this concession is already in fulloperation and repayment has already started. Brisal's debt is alsototally disbursed, repayment having started in 2010 and spanninguntil 2031.

BCR is presently the Group's company contributing with the mostsignificant amount to consolidated gross debt and where M/L termrefinancing needs are more important. Because of this fact, BCR'sfinancial and corporate structure was mounted so as to provideadequate access to national and international financing marketsand ensure efficiency in the financing and refinancing operationsenvisaged for this company. BCR's financial structure enabled theimplementation of an effective ring-fencing, with financial backers'exposure being confined to this company alone, thus leading to abetter and more stable rating.

BCR's ratings are as follows:

At the end of last year, taking into account the impact ofcontracted derivative instruments, 53% of consolidated debt had afixed interest rate and 47% was subject to variable rate, providinga balanced exposure to a possible scenario of rising interest rates.At consolidated level, exposure to variable rate is considerablymitigated by the existence of the significant amounts of financialapplications that will benefit from a rise in interest rates, should ithappen, thus offsetting the symmetric effect at financial costslevel.

In 2010 the average weighed cost of consolidated debt (includingthe impact of derivative products) was of 3.66%, meaning adecrease in relation to the 4.03% recorded at the end of 2009. Thischange is mainly the result of the restructuring of BCR's debt andthe maturity of a swap at Brisal.

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MOODY’S BAA1 (STABLE OUTLOOK)

FITCHRATINGS A- (STABLE OUTLOOK)

RATING

2009 2010TMP TMP

BRISA CONCESSÃO RODOVIÁRIA 3.52% 3.39%

BRISAL 6.04% 5.59%

AUTO-ESTRADAS DO ATLÃNTICO (50%) 4.02% 4.21%

NORTHWEST PARKWAY 5.47% 5.48%

TOTAL 4.03% 3.75%

AVERAGE WEIGHED COST PERCONCESSION

BREAKDOWN PER TYPE OFINTEREST RATE (2010)

Fixed

53%

Variable

47%

KEY PERFORMANCE INDICATORS

The gains obtained from the sale of the CCR holding had asignificant impact on key indicators, which improved considerably.

This sale also contributed to a decrease in Net Financial Debt andthe net debt/EBITDA ratio which stood at 4.6x at the end of 2010.Financial expenses coverage levels are in line with those of theprevious year, standing at 3.6x.

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2006 2007 2008 2009 2010

FINANCIAL INDICATORS

RETURN ON EQUITY (ROE), %1 10.7 15.3 8.9 11.0 56.7

RETURN ON ASSETS (ROA), %2 3.8 4.8 2.8 2.7 14.3

NET FINANCIAL DEBT, MILLION EUROS 2 364 3 208 3 674 3 344 2 199

NET FINANCIAL DEBT/EBITDA 5.7 7 7.6 6.9 4.6

EBITDA/INTEREST EXPENSES 5.2 4.1 2.8 3.4 3.6

SHARES

PRICE AT YEAR END, EUROS 9.45 10.05 5.35 7.18 5.22

MARKET CAPITALIZATION AT YEAR END, MILLION EUROS 5 670 6 030 3 211 4 308 3 131

EARNINGS PER SHARE, EURO CENTS 28 43 26 25 130

PER AT YEAR END 34 23 21 29 4

ROE (n) = Net profit (n) / Equity (n-1)2 ROA (n) = Net profit (n) / Assets (n-1)

CONSOLIDATED FINANCIAL INDICATORS

CO

RP

OR

AT

EG

OV

ER

NA

NC

E R

EP

OR

T

009

STATEMENT OF COMPLIANCE

BRISA COMPLIES WITH THE CORPORATE GOVERNANCECODE RELEASED BY CMVM, UNDER THE TERMS OFPARAGRAPH 1 ARTICLE 1 OF CMVM REGULATION 1/2010UNDER THE TERMS AND FOR THE PURPOSES OF CMVMREGULATION NO. 1 / 2010, BRISA HEREBY WARRANTS THATTHE LEVEL OF COMPLIANCE WITH RECOMMENDATIONSLAID DOWN IN THE SECURITIES COMMISSION’S (CMVM)CORPORATE GOVERNANCE CODE IS AS FOLLOWS:

I. GENERAL MEETING

I..1. Board of the General Meeting

I.1.1 The chairman of the board of the general meeting ofshareholders shall have human and logistic support resources asappropriate for his needs, taking into account the company’seconomic position. Complies. I.1

I.1.2 The remuneration of the chairman of the board of the generalmeeting of shareholders shall be disclosed on the corporategovernance annual report. Complies..I.3

1.2 Participation in the General Meeting

I.2.1 Not applicable pursuant to art 23-C do CVM

I.2.2 Not applicable pursuant to art 23-C do CVM

1.3 Voting and Exercising of the Right to Vote

I.3.1 Companies shall not impose any statutory restriction onpostal voting and whenever adopted or admissible, on electronicvoting. Complies. I.9. and I.12

I.3.2 The statutory deadline for receiving early voting ballots bymail may not exceed three working days. Complies. 1.11

I.3.3 Companies shall ensure the level of voting rights and theshareholder’s participation is proportional, ideally through thestatutory provision that obliges the one share-one vote principle.The companies that: i) hold shares that do not confer voting right;ii) establish non-casting of voting rights above a certain number,when issued solely by a shareholder or by shareholders related toformer, do not comply with the proportionality principle. Complies.I.6

1.4. Resolution-Fixing Quorum

I.4.1. Companies shall not set a resolution-fixing quorum thatoutnumbers that which is prescribed by law. Complies. 1.8.

I.5.Minutes and Information on Resolutions Passed

Extracts from the minutes of the general meetings or documentswith corresponding content must be made available toshareholders on the company’s website within a five day periodafter the General Meeting has been held, irrespective of the factthat such information may not be classified as materialinformation. The information disclosed shall cover the resolutionspassed, the represented capital and the voting results. Saidinformation shall be kept on file on the company’s website for noless than a 3 year period. Complies. I.13.

1.6. Measures on Corporate Control

I.6.1 Measures aimed at preventing successful takeover bids, shallrespect both the company’s and the shareholders’ interests. Thecompany’s articles of association that by complying with saidprinciple, provide for the restriction of the number of votes thatmay be held or exercised by a sole shareholder, either individuallyor in concert with other shareholders, shall also foresee for aresolution by the General Assembly (5 year intervals), on whetherthat statutory provision is to be amended or prevails – withoutsuper quorum requirements as to the one legally in force – andthat in said resolution, all votes issued be counted, withoutapplying said restriction. Complies. I.20 and I.21

I.6.2 In cases such as change of control or changes to thecomposition of the Board ofDirectors, defensive measures shall notbe adopted that instigate an immediate and serious asset erosionin the company, and further disturb the free transmission of sharesand voluntary performance assessment by the shareholders of themembers of the Board of Directors. Complies.I.20

II. BOARD OF DIRECTORS AND SUPERVISORYBOARD

II.1. General Points

II.1.1. Structure and duties

II.1.1.1 The Board of Directors shall assess the adopted model inits Annual Report on Corporate Governance and pin-point possiblehold-ups to its functioning and shall propose measures that itdeems fit for surpassing such obstacles. Complies. II.17

009CORPORATE GOVERNANCEREPORT(in accordance with model established by the Securities Commission Regulations CMVM 1/2010)

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II.1.1.2 Companies shall set up internal control and riskmanagement systems in order to safeguard the company’s worthand which will identify and manage the risk. Said systems shallinclude at least the following components: i) setting of thecompany’s strategic objectives as regards risk assumption; ii)identifying the main risks associated to the company’s activity andany events that might generate risks; iii) analyse and determine theextent of the impact and the likelihood that each of said potentialrisks will occur; iv) risk management aimed at aligning those actualincurred risks with the company’s strategic options for riskassumption; v) control mechanisms for executing measures foradopted risk management and its effectiveness; vi) adoption ofinternal mechanisms for information and communication onseveral components of the system and of risk-warning ; vii) periodicassessment of the implemented system and the adoption of theamendments that are deemed necessary. Complies.II.5 and II.9

II.1.1.3 The Board of Directors shall ensure the establishment andfunctioning of the internal control and risk management systems.The Supervisory Board shall be responsible for assessing thefunctioning of said systems and proposing the relevant adjustmentto the company’s needs. Complies. II.5 and II.24.

II.1.1.4. The companies shall: i) identify the main economic,financial and legal risk that the company is exposed to during theexercise of its activity; ii) describe the performance and efficiencyof the risk management system, in its Annual Report on CorporateGovernance. Complies. II.9.

II.1.1.5. The Board of Directors and the Supervisory Board shallestablish internal regulations and shall have these disclosed on thecompany’s website. Complies. II.7..

II.1.2 Governance Incompatibility and Independence

II.1.2.1 The Board of Directors shall include a number of non-executive members that ensure the efficient supervision, auditingand assessment of the executive members’ activity.

II.1.2.2 Non-executive members must include an adequate numberof independent members. The size of the company and itsshareholder structure must be taken into account when devisingthis number and may never be less than a fourth of the totalnumber of Board Directors. Complies II.3.

II.1.2.3. The independence assessment of its non-executivemembers carried out by the Board of Directors shall take intoaccount the legal and regulatory rules in force concerning theindependence requirements and the incompatibility frameworkapplicable to members of other corporate boards, which ensureorderly and sequential coherence in applying independence criteriato all the company. An independent executive member shall not beconsidered as such, if in another corporate board and by force ofapplicable rules, may not be an independent executive member.Complies. II.15.

II.1.3 Eligibility and appointment criteria

II.1.3.1 Depending on the applicable model, the Chair of theSupervisory Board and of the Auditing and Financial MattersCommittees, shall be independent and adequately competent tocarry out his/her duties. Complies II.21.

II.1.3.2. The selection process of candidates for non-executivemembers shall be conjured so as prevent interference by executivemembers. Complies. II.16.

II.I.4 Policy on the reporting of irregularities

II.1.4.1 The company shall adopt a policy whereby irregularitiesoccurring within the company are reported. Such reports shallcontain the following information: i) the means by which suchirregularities may be reported internally, including the persons thatare entitled to receive the reports; ii) how the report is to behandled, including confidential treatment, should it be required bythe reporter. Complies II.35.

II.1.4.2. The general guidelines on this policy shall be disclosed inthe Annual Report of Corporate Governance. BRISA implementedan irregularity disclosing system, in accordance with regulationsavailable at www.brisa.pt and further explained in II.35

II.1.5 Remuneration

II.1.5.1The remuneration of the Members of the Board of Directorsshall be structured so that the formers’ interests are capable ofbeing aligned with the long-term interests of the company.Furthermore, the remuneration shall be based on performanceassessment and shall discourage taking on extreme risk. Thus,remunerations shall be structured as follows:

i) The remuneration of the Board of Directors carrying out executiveduties shall include a variable element which is determined by aperformance assessment carried out by the company’scompetent bodies according to pre-established quantifiablecriteria. Said criteria shall take into consideration the company’sreal growth and the actual growth generated for theshareholders, its long-term sustainability and the risks taken on,as well as compliance with the rules applicable to the company’sactivity. Complies II.30.

ii) The variable component of the remuneration shall be reasonableoverall as regard the fixed component of the remuneration andmaximum limits shall be set for all components. Complies. II.30.

iii) A significant part of the variable remuneration shall fluctuatefor a period not less than three years and its payment shalldepend of the company’s steady positive performance duringsaid period. Does not comply.

(iv) Members of the Board of Directors shall not enter intocontracts with the company or third parties that will have theeffect of mitigating the risk inherent in the variability of theremuneration established by the company. Complies II.31.

(v) The Executive Directors shall hold, up to twice the value of thetotal annual remuneration, the company shares that wereallotted by virtue of the variable remuneration schemes, withthe exception of those shares that are required to be sold forthe payment of taxes on the gains of said shares. Complies.II.30. and III.10.

(vi) When the variable remuneration includes stock options, theperiod for exercising the same shall be deferred for a period ofnot less than three years; Not applicable.

(vii) The appropriate legal instruments shall be established so thatin the event of a Director's dismissal without due cause, theenvisaged compensation shall not be paid out if the dismissalor termination by agreement is due to the Director’sinadequate performance. Not applicable. Ultimately,compensation for dismissal without due cause shall be decidedin Court of Law.

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(viii) The remuneration of Non-Executive Board Members shall notinclude any component the value of which is subject to theperformance or the value of the company. Complies II.30 andII.34.

II.1.5.2 The statement on the remuneration policy of the Board ofDirectors and Supervisory Board referred to in Article 2 of Law No.28/2009 of 19 June, shall contain, in addition to the contenttherein, adequate information on: i) which groups of companiesthe remuneration policy and practices of which were taken as abaseline for setting the remuneration ii) the payments for thedismissal or termination by agreement of the Directors' duties.Complies.I.16. and II.30.

II.1.5.3 The remuneration policy statement referred to in Article 2of Law No. 28/2009 shall also include the directors' remunerationswhich contain an important variable component, within themeaning of Article 248-B/3 of the Securities Code. The statementshall be detailed and the policy presented shall particularly take thelong-term performance of the company, compliance with the rulesapplicable to its business and restraint in taking risks into account.Complies.I.16

II.1.5.4 A proposal shall be submitted at the General Meeting on theapproval of plans for the allotment of shares and/or options for sharepurchase or further yet on the variations in share prices, to membersof the Board of Directors and Supervisory Board and other managerswithin the context of Article 248/3/B of the Securities Code. Theproposal shall mention all the necessary information for its correctassessment. The proposal shall contain the regulation plan or in itsabsence, the plan’s general conditions. The main characteristics ofthe retirement benefit plans established for members of the Board ofDirectors and Supervisory Board and other managers within thecontext of Article 248/3/B of the Securities Code, shall also beapproved at the General Meeting. Complies. I.17.

II.1.5.6. II.1.5.3 At least one of the Remuneration Committee’srepresentatives shall be present at the Annual General Meeting forShareholders. Complies. I.15

II.1.5.7. The amount of remuneration received, as a whole andindividually, in other companies of the group and the pensionrights acquired during the financial year in question shall bedisclosed in the Annual Report on Corporate Governance.Complies. II.31.

II.2 Board of Directors

II.2.1 Within the limits established by law for each managementand supervisory structure, and unless the company is of a reducedsize, the Board of Directors shall delegate the day-to-day runningand the delegated duties shall be identified in the AnnualCorporate Governance Report. Complies. II.3.

II.2.2 The Board of Directors must ensure that the company acts inaccordance with its goals, and shall not delegate its duties, namelyin what concerns: i) definition of the company’s strategy andgeneral policies; ii) definition of the corporate structure of thegroup; iii) decisions taken that are considered to be strategic dueto the amounts, risk and particular characteristics involved.Complies. II.3.

II.2.3 Should the Chair of the Board of Directors carry out executiveduties, the Board of Directors shall set up efficient mechanisms forcoordinating non-executive members that can ensure that these maydecide upon, in an independent and informed manner, andfurthermore shall explain these mechanisms to the shareholders in thecorporate governance report. Complies. II.8.

II.2.4 The annual management report shall include a description ofthe activity carried out by the non-executive Board Members andshall mention any restraints encountered. Complies. II.17

II.2.5. The company shall expound its policy of portfolio rotationon the Board of Directors, including the person responsible for thefinancial portfolio, and report on same in the Annual CorporateGovernance Report. Complies. II.11.

II.3 Chief Executive Officer (CEO), Executive Committee andExecutive Board of Directors

II.3.1 When Directors that carry out executive duties are requestedby other Board Members to supply information, the former shall doso in a timely manner and the information supplied mustadequately suffice the request made. Complies. II.8.

II.3.2 The Chair of the Executive Committee shall send theconvening notices and minutes of the meetings to the Chair of theBoard of the Directors and, when applicable, to the Chair of theSupervisory Board or the Auditing Committee. Complies. II.8.

II.3.3 Not applicable.

II.4 General and Supervisory Board, Financial MattersCommittee, Audit Committee and Audit Board

II.4.1 Not applicable.

II.4.2 The annual reports and financial information on the activitycarried out by the General and Supervisory Committee, theFinancial Matters Committee, the Audit Committee and the AuditBoard shall be disclosed on the company’s website together withthe financial statements. Complies. II.4.

II.4.3 The annual reports on the activity carried out by the Generaland Supervisory Board, the Financial Matters Committee, the AuditCommittee and the Audit Board shall include a description on thesupervisory activity and shall mention any restraints that they mayhave come up against. Complies. II.4.

II.4.4 The Financial Matters Committee, the Audit Committee andthe Audit Board (depending on the applicable model) shallrepresent the company for all purposes at the external auditor, andshall propose the services supplier, the respective remuneration,ensure that adequate conditions for the supply of these servicesare in place within the company, as well as being the liaison officerbetween the company and the first recipient of the reports.Complies.II. 24.

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II.4.5 According to the applicable model, the Committees forFinancial Matters, Audit Committee and the Audit Board, shallassess the external auditor on an annual basis and advise theGeneral Meeting that he/she be discharged whenever justifiablegrounds are present. Complies. II.24

II.4.6. The internal audit services and those that ensure compliancewith the rules applicable to the company (compliance services)shall functionally report to the Audit Committee, the General andSupervisory Board or in the case of companies adopting the Latinmodel, an independent director or Supervisory Board, regardless ofthe hierarchical relationship that these services have with theexecutive management of the company. Complies. II.24

II.5 Special Committees

II.5.1 Unless the company is of a reduced size and depending onthe adopted model, the Board of Directors and the General andSupervisory Committees, shall set up the necessary Committees inorder to: i) ensure that a competent and independent assessmentof the Executive Directors’ performance is carried out, as well as itsown overall performance and further yet, the performance of allexisting committees; ii) study the adopted governance system andverify its efficiency and propose to the competent bodies, measuresto be carried out with a view to its improvements; iii) in due timeidentify potential candidates with the high profile required for theperformance of director's duties. Complies. II.15. and II.17

II.5.2 Members of the Remuneration Committee or alike shall beindependent from the Members of the Board of Directors andinclude at least one member with knowledge and experience inmatters of remuneration policy. Complies II.38 and II.39.

II.5.3. Any natural or legal person which provides or has provided,over the past three years, services to any structure subject to theBoard of Directors, to the Board of Directors of the company or thathas to do with the current consultant to the company shall not berecruited to assist the Remuneration committee. Thisrecommendation also applies to any natural or legal person whohas an employment contract or provides services. Complies. II.39.

II.5.4 All the Committees shall draw up minutes of the meetingsheld. Complies II.37.

III. INFORMATION AND AUDITING

III.1 General Disclosure Duties

III.1.1 Companies shall maintain permanent contact with themarket thus upholding the principle of equality for shareholdersand ensure that investors are able to access information in auniform fashion. To this end, the company shall create an InvestorAssistance Unit. Complies III.16

III.1.2 The following information that is made available on thecompany’s Internet website, shall be disclosed in the Englishlanguage:

a) The company, public company status, headquarters andremaining data provided for in Article 171 of the CommercialCompanies Code;

b) Articles of Association;

c) Credentials of the members of the Board of Directors and theMarket Liaison Officer;

d) Investor Assistance Unit - its functions and access tools;

e) Accounts Reporting documents;

f) Half-Yearly Calendar on Company Events;

g) Proposals sent through for discussion and voting during theGeneral Meeting;

h) Notices convening meetings. Complies III.16

III.1.3. Companies shall advocate the rotation of auditors aftertwo or three terms inaccordance with four or three yearsrespectively. Their continuance beyond this period must be basedon a specific opinion for the Supervisory Board to formally considerthe conditions of auditor independence and the benefits and costsof replacement. Does not comply. III.17

III.1.4. The external auditor must, within its powers, verify theimplementation of remuneration policies and systems, theefficiency and functioning of internal control mechanisms andreport any shortcomings to the company's Supervisory Board.Complies. Auditor’s Report

III.1.5. The company shall not recruit the external auditor for servicesother than audit services, nor any entities with which same takes partor incorporates the same network. Where recruiting such services iscalled for, said services should not be greater than 30% of the totalvalue of services rendered to the company.The hiring of these servicesmust be approved by the Supervisory Board and must be expoundedin the Annual Corporate Governance Report. Does not comply. III.18

IV. CONFLICTS OF INTEREST

IV.1. Where deals are concluded between the company andshareholders with qualifying holdings, or entities with which same arelinked in accordance with Article 20 of the Securities Code, such dealsshall be carried out in normal market conditions. Complies.III.12

IV.1.2. Where deals of significant importance are undertaken withholders of qualifying holdings, or entities with which same arelinked in accordance with Article 20 of the Securities Code, suchdeals shall be subject to a preliminary opinion from the SupervisoryBoard. The procedures and criteria required to define the relevantlevel of significance of these deals and other conditions shall beestablished by the Supervisory Board. Complies. III.12.

CHAPTER IGENERAL MEETING

I.1 The Board of the General Meeting is made up as follows:

Chairman: António Manuel de Carvalho Ferreira Vitorino

Vice-Chairman: Francisco de Sousa da Câmara

Secretary: Tiago Severim de Melo Alves dos Santos (CorporateSecretary)

The Company will provide to the Chair of the General MeetingBoard the necessary and adequate human resources and logisticsupport to prepare and hold the general meetings in anindependent, efficient and competent way.

Minutes and attendance lists of the general meetings held in thepast three years are available on Brisa websitewww.brisa.pt.

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I.2 The present ongoing mandate is for the 2008-2010 period

I.3 The remuneration of the Chair of the General Meeting Board isof € 5 000 per meeting.

I.4 Not applicable under the terms of art. 23 of the Securities Code(CVM).

I.5 Not applicable under the terms of art. 23 of the Securities Code(CVM).

I.6 Brisa share capital is represented by 600 million listed shares at thenominal price of 1 Euro per share, equal in terms of rights and classes.Each share shall correspond to one vote. Brisa was in fact, the firstcompany to establish the principle of one share one vote, having at thesame time abolished any restrictions to the free exercise of voting.

I.7 There are no special categories of shares or statutory rulesrestricting the exercising of voting rights by any shareholder,regardless of the number of shares it may hold.

I.8 There are no statutory rules establishing any constitutive ordecision-making quorum, the Company being subject in this regardto provisions in the Companies Code.

I.9 There is no articles of association rules on the exercise of votingby correspondence.

Article 14 of the Company's Articles of Association regulates votingby correspondence as follows:

"1 - Shareholders may exercise their voting rights bycorrespondence for any deliberation, under the terms andconditions provided in the following paragraphs and any other thatmay be provided in regulations drawn up by the Board of Directors,pursuant to the law and these articles of association.2 - In case of voting by correspondence, shareholders may onlyvote on proposals previously presented and submitted to theirappreciation.3 - If a new proposal is submitted or if the proposal formerlysubmitted and voted by correspondence is changed, the vote castunder these terms shall be considered as a negative vote.4 - The vote cast under the terms of the previous paragraph shallremain valid for a meeting held on second call, unless theshareholder is present at the latter."

I.10 A form for the exercising of voting by correspondence isavailable at www.brisa.pt.

I.11 Since the 2007 General Meeting held on March 28 of thatyear, votes sent by post must be received by the company at leastthree business days prior to the general meeting.

I.12 Shareholders may also vote over the Internet site atwww.brisa.pt, provided that, up to the sixth day after the publicannouncement of the General Meeting, the Company head officereceives a letter (written in accordance with the model provided onthe Internet site) addressed to the Chairman of the GeneralMeeting, with certified signature (or, in the case of natural persons,a letter holding their signature and enclosing a copy of their

respective identity card), containing a password selected by theshareholder and an electronic address to which the shareholder inquestion wishes the Company’s own password should be sent.These two passwords will jointly allow access to the respectiveballot paper on the above mentioned Internet site www.brisa.pt.These shareholders may exercise their right to vote as from 0:00hours of the eleventh day counting from the date of the publicannouncement of the General Meeting. The referred certificate ofthe financial intermediary issued as provided hereinabove must bereceived until 11:59 p.m (GMT) of Registering Date with referenceto 00:00 a.m of Registering Date, subject to the votes of respectiveshareholders not being considered

I.13 Minutes of general meetings are available at the company'swebsite.

I.14 Minutes of Brisa general meetings which include the results ofall voting made over the past 5 years are available at thecompany's website.

I.15 By rule, a member of the Remuneration Committee is presentat Annual Shareholders Meeting, as recorded in respective minutesof meeting.

1.16 One of the principles laid down many years ago byPortuguese law is that the remuneration of the management bodyfalls exclusively to the General Meeting that may delegate this dutyto a remuneration committee.

The 2008 Annual General Meeting appointed a RemunerationCommittee for the 2008-2010 period and appreciated a statementof this Committee on the criteria for determining the remunerationof the management body. Another principle laid down long ago inPortuguese Law is the Annual General Meeting's duty to appraisethe performance of the management and audit bodies.

Under the terms of the law in force, performance appraisal ofmanagers not belonging to the corporate bodies elected by theGeneral Shareholders' Meeting falls exclusively to the Board ofDirectors. However, at the 2010 Annual Meeting, the Board ofDirectors submitted to the following statement:

“Managing Staff are a major asset of Brisa, as main drivers toachieve pre-set goals. Standing in hierarchic terms immediatelybelow the board of directors, their task is to put into practice thecompany's main action plans, decentralizing, monitoring,motivating, and ultimately ensuring that the goals are met in theexact terms laid down.

In this light, the Managing Staff should perform their dutiesdiligently and prudently, in the company's interest. Likewise, it is inthe company's interest that the Managing Staff benefit fromincentives that sufficiently encourage their performances.

Given their relevant role in the development of the company'sglobal business, the Managing Staff are submitted to a complexand continuous assessment process, involving three phases: fixingof goals, monitoring of respective execution and final assessment.

Assessment is made at two levels: revealed skills (45% weight) andgoals met (55% weight). There are core skills – strategic vision,

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motivation and know-how (20%); specific skills – communication,decision, agility, creativity and organization (20%); and technicalskills (5%). There are specific goals (30%) and shared goals: sharedby the Business Unit to which the manager under evaluationbelongs (15%) and shared by the entire Group (10%). The finalindex consists of the above plus the performance indexes, whichwill finally correspond to a specific variable remuneration amount.

In 2009 the Managing Staff consisted of 30 individuals whoreceived a fixed remuneration of 4 510 239 euros and variableremuneration of 981 441 euros, based on the performanceevaluation concerning 2008, plus defined benefits in the amount of265 694 euros.

Additionally, Brisa has 5-year management incentive plan underway, which is linked to the company's stock exchange performanceand is due in three tranches: 27 April 2009 (20%), 27 April 2010(30%) and 27 April de 2011 (50%). This Plan involves 33 managingstaff and 1 470 000 Brisa shares.

1.17 Any plan for the acquisition of shares by members of theBoard of Directors or managing staff shall always be decided andmonitored by the General Meeting.

1.18 The Annual Shareholders' Meeting held in March 28, 1989approved the granting of a supplementary retirement pensionwhich also covers directors and managing staff of other companiesof the Group.

1.19 Not applicable, as there is no restriction to voting.

1.20 Likewise, no defensive measures exist aimed at automaticallycausing asset erosion in cases such as changes in the control or tothe composition of the Board of Directors.

I.21 There are no statutory agreements of understandings of anykind that may enter into force, or be altered or cease in case ofchange in company control.

I.22 No agreements exist between the company and members ofthe management board or managing officers under the terms ofparagraph 3 of art. 248-B of the Securities Code, establishingcompensation if they resign or are made redundant without duecause or if their employment ceases following a change incompany control.

CHAPTER II

BOARD OF DIRECTORS AND SUPERVISORYBOARD

Section I - General

II.1. Corporate bodies

Board of the General MeetingChairman António Manuel de Carvalho Ferreira VitorinoVice-Chairman Francisco de Sousa da CâmaraCorporate Secretary Tiago Severim de Melo Alves dos Santos

Board of DirectorsChairman Vasco Maria Guimarães José de Mello*Vice-Chairman João Pedro Stilwell Rocha e Melo*Member João Pedro Ribeiro de Azevedo Coutinho*Member João Afonso Ramalho Sopas Pereira Bento*Member António José Nunes de Sousa*Member António José Fernandes de SousaMember António Nogueira LeiteMember Salvador Alemany MásMember Martin Wolfgang Johannes ReyMember Luís Manuel de Carvalho Telles de AbreuMember Rui Alexandre Pires DinizMember João Vieira de AlmeidaMember Daniel Alexandre Miguel Amaral**

* Executive CommitteeThe current corporate mandate is for the 2008-2010 period.

** Co-opted in January 18, 2011, following resignation of Pedro Bordalo Silva

Supervisory BoardChairman Francisco Xavier AlvesMembers Tirso Olazábal Cavero

Joaquim Patrício da SilvaExternal Auditor: Alves da Cunha, A. Dias & Associados, SROC

nº 74, represented byJosé Duarte Assunção Dias

Alternate José Luís Areal Alves da CunhaExternal Auditor:

Brisa’s governance model consists of a board of directors and asupervisory board, as approved by shareholders.

Executive and supervisory functions are thus clearly distinct andtherefore held by different bodies.

In this framework, the board of directors abides by a rule ofsolidarity and mutual responsibility between all members.

However, without prejudice to this solidarity rule, there is clearadvantage in having management bodies composed of executive andnon executive members, since the latter – as they are less involved incurrent affairs, can hold a more encompassing view of the companyand are therefore in a privileged position to contribute in aconstructive way to a strategic analysis and follow-up of thecompanies' businesses, identifying any inefficiency, suggestingchanges and improvements, or even alternative solutions.

In this context, two further committees besides the ExecutiveCommittee exist within the scope of the Board of Directors that onlyinclude non executive directors, one of which has as main duties themonitoring and supervision of matters relating to corporategovernance and sustainability and the other being in charge offollowing up internal auditing and risk management issues.

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In these terms, the Board of Directors makes a positive assessmentof this corporate governance structure, as it considers that in lightof developed activity, the shareholder structure and the experiencealready obtained, this is the most appropriate system to ensureefficient and transparent governance, capable of creating value toall shareholders.

II.2. The corporate governance system adopted at Brisa consists ofa Board of Directors and a Supervisory Board; therefore, besidesthe committees set up within the Board of Directors and describedin II.3 hereinabove, there are no other committees withmanagement or supervisory powers.

Organizational charts relating to the structure of corporate bodiesand areas of responsibility of the Executive Committee are shownbelow. Detailed information on the delegation of powers within theBoard of Directors is described in Paragraph II.3.

II.3. Organisational Chart

Pursuant to the law currently in force, in companies with a governingstructure such as that of BRISA (Board of Directors and SupervisoryBoard) the Board of Directors is a collective body whose membersexercise functions in their personal capacity, regardless of whomappointed or proposed them. Brisa’s Board of Directors is composed ofthirteen directors, five of which make up the Executive Committee.

Eight of the 13 members of the Board of Directors are non-executive members, and 4 are independent, in other words, theyare not associated to any specific interest group cohabiting withinthe company.

Under statutory terms, the Board of Directors meets at least onceeach quarter. The executive management of the company falls tothe Executive Committee.

Pursuant to the governance model adopted at BRISA, theChairman of the Board of Directors is also the Chairman of theExecutive Committee.

The Executive Committee has been invested with the broadestmanagement powers, except for those which are, for legal orstatutory reasons, reserved to the Board of Directors. Under theseterms, the following duties fall to the Board of Directors.

(a) Co-option of Directors;

(b) Convening of General Meetings;

(c) Draw up of annual reports and accounts;

(d) Provision of surety bonds, personal or tangible securities or anyother surety on the company’s behalf;

(e) Relocation of the head-office and capital increases;

(f) Mergers, demergers and transformation of the company;

(g Approval of any Business Plan, including any amendment orrevision of such plan.

(h) Approval of the annual budget, including any revision of suchbudget;

(i) Entering of relevant contracts, assuming of liabilities, assetpurchase or disposal, including holdings in other companieswhere respective estimated value exceeds, on an individualbasis, (i) € 100 000 000 (one hundred million Euros) if providedfor in the annual budget or (ii) € 10 000 000 (ten million Euros),if not provided for in the annual budget;

(j) Loans, financing, bonds, debt securities, commercial paper andother forms of financing, including the issuing of sureties orstand-by sureties in amount exceeding, on an individual basis i)€ 100 000 000 (one hundred million Euros) if provided for in theannual budget or (ii) € 10 000 000 (ten million Euros), if notprovided for in the annual budget;

(l) Any of the subjects referred to in paragraphs (a) to (d)hereinabove relating to any of the Company’s subsidiaries.

(m) Transactions (including any commitment to conclude suchtransactions) likely to result in the transfer or encumbrance ofany shares held by the Company in any of its subsidiarieswhich, directly or indirectly, operates as concessionaire of theconcession the bases of which were approved by Decree-law247-C/2008, of 30 December (or any amendment theretowhich includes in its object at least the motorways specifiedtherein) (the “Main Concession”);

(n) Contracts, agreements or any transactions resulting, directly ofindirectly, in the transfer or encumbrance of the MainConcession, including as result of internal reorganizations ofthe corporate group controlled by the Company;

(o) Contracts, agreements or any transactions resulting, directly ofindirectly, in a dilution of the Company’s financial holding in theMain Concession, including as result of the issuing of shares orother convertible securities into shares representing the sharecapital of the Company and/or any subsidiary of the Company,including Brisa Participações SGPS, S.A., Brisa – ConcessãoRodoviária SGPS, S.A. and Brisa – Concessão Rodoviária, S.A.(or any other company that may directly or indirectly replacethem in the development of the businesses comprised in theMain Concession) (the “Concession Companies”).

(p) Delivery of funds to Brisa by any of the Concession Companies,whether via distributions or loans or via proposals of paymentof such distributions or loans, whenever the amount to deliveraccounts for less than 80% (eighty percent) of the fundsavailable in the balance sheet of Brisa – Concessão Rodoviária,S.A. (taking into account relevant legal restrictions as well asexisting restrictions, including those stemming from loansobtained with third parties).

(q) Changes to the articles of association or internal regulations of thecorporate bodies of any of the Concession Companies, includingsplit-offs, mergers, dissolution, subordination or group contracts,relating to or to be entered by any of these companies.

(r) Issuing of binding instructions under the terms of Article 503 ofthe Companies Code or the exercising of any rights asshareholders, where relating to any of the subjects comprisedunder this paragraph 3.

Under the terms of article 7 of the Company's Articles ofAssociation available at website www.brisa.pt

Non executive directors may request any clarification they maydeem suitable and will have access to any information they maywant, namely minutes and agendas of the meetings of theExecutive Committee, either individually or within the scope of anywork developed by any of its special committees referred to in II.1.Meetings of the Board of Directors will be summoned and preparedin advance, namely documentation relating to the subjectsincluded on respective agenda will be distributed in time, in orderto ensure that all members of the Board of Directors can exercisetheir duties in an informed and independent way.

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79


VASCODE MELLO

PEDRO ROCHAE MELO

JOÃO AZEVEDOCOUTINHO

JOÃOBENTO

ANTÓNIODE SOUSA

GENERAL ASSEMBLY(GA)

AUDIT BOARD(AB)

BOARD OF DIRECTORS / COMPANYEXECUTIVE COMMITTEE (BD/EC) SECRETARY

CHAIRMAN ANTÓNIO VITORINOVICE-CHAIRMAN FRANCISCO DE SOUSACÂMARASECRETARY TIAGO MELO

CHAIRMAN FRANCISCO XAVIER ALVESVOGAL TIRSO OLÁZABAL CAVEROVOGAL JOAQUIM PATRÍCIO DA SILVAROC ALVES DA CUNHA,ASSUNÇÃO DIAS & ASSOCIADOS

CHAIRMAN VASCO DE MELLO *VICE-CHAIRMAN PEDRO ROCHA E MELO *MEMBER JOÃO AZEVEDO COUTINHO *MEMBER JOÃO BENTO *MEMBER ANTÓNIO NUNES DE SOUSA *MEMBER ANTÓNIO FERNANDES DE SOUSA *MEMBER ANTÓNIO NOGUEIRA LEITEMEMBER SALVADOR ALEMANY MÁSMEMBER LUIS TELLES DE ABREUMEMBER RUI DINIZMEMBER JOÃO VIEIRA DE ALMEIDAMEMBER MARTIN REYMEMBER DANIEL ALEXANDRE AMARAL

* COMISSÃO EXECUTIVA

TIAGO MELO

COMMITTEES

ELECTED BY THE GA

REMUNERATION COMMITTEECHAIRMAN JARDIM GONÇALVESMEMBER LUÍS CORTES MARTINSMEMBER RUI ROQUE DE PINHO

DESIGNATED BY THE BD

CORPORATE GOVERNANCE ANDSUSTAINABILITY COMMITTEECHAIRMAN JOÃO VIEIRA DE ALMEIDAMEMBER LUÍS TELLES DE ABREUMEMBER ANTÓNIO NOGUEIRA LEITE

AUDIT AND RISK MANAGEMENTCOMMITTEECHAIRMAN ANTÓNIO DE SOUSAMEMBER LUÍS TELLES DE ABREUMEMBER ANTÓNIO NOGUEIRA LEITE

GOVERNINGBODIES

CORPORATEACTIVITIES

CORPORATE CENTRE

ADMINISTRATIVECARLOS SALAZAR DE SOUSA

AUDITORY, ORGANISATIONAND SUSTAINABILITYANA CLÁUDIA GOMES

DESENVOLVIMENTO ENEGÓCIOSGUILHERME MAGALHÃES

FINANCE AND CONTROLJOÃO PEREIRA DE VASCONCELOS

INVESTORS, COMMUNICATIONAND SUSTAINABILITYLUÍS D’EÇA PINHEIRO

LEGALLUÍS GERALDES

PLANEAMENTO ECONTROLO DE GESTÃOLUÍS REBELO DA SILVA

STRATEGIC PLANNINGMANUEL MELO RAMOS

HUMAN RESOURCESHENRIQUE PULIDO

ITRUI GIL

ROAD CONCESSIONS

BRISA CONCESSIONMANUEL LAMEGO

LITORAL CENTRO CONCESSIONJOSÉ BRAGA

DOURO LITORALJOÃO PORTELA

ATLÂNTICO CONCESSIONJOSÉ BRAGA

LITORAL OESTE CONCESSIONJOSÉ BRAGA

BAIXO TEJO CONCESSIONJOÃO PORTELA

ROAD OPERATIONS

BRISA O&MVALDEMAR MENDESLUÍS RODAVASCO TRIGOSO DA CUNHA

BRISA INOVAÇÃO E TECNOLOGIAJORGE SALES GOMESRUI ROQUEFRANCISCO MONTANHA REBELO

VIA VERDE PORTUGALLUÍS VASCONCELOS PINHEIRO

MCALLMARGARIDA CHARTERS

OTHERINFRASTRUCTURES

BRISA ENGENHARIA E GESTÃOPEDRO CARVALHO

CONTROLAUTO - CONTROLOTÉCNICO AUTOMÓVELGIUSEPPE NIGRALUÍS GRAÇA NERY

TRANSPORT INFRASTRUCTURESINVESTMENT COMPANYMANUEL CARYFRANCISCO ROCIO MENDES

ASTERION ACEJOAQUIM EVARISTO DA SILVA

CONSÓRCIO ELOSJOÃO BENTO

INTERNACIONAL

USA

BRISA NORTH AMERICAVICTOR SALTÃO

NORTHWEST PARKWAYPEDRO COSTA

NETHERLANDS

MOVENIENCEJOSÉ HONORATO MEDEIROS

BRISA NEDMOBIEL VENTURESPEDRO MOURISCA

INDIA

FEEDBACK HIGHWAYS OMTJORGE CUNHA

VASCODE MELLO

PEDRO ROCHAE MELO


JOÃOBENTO

ANTÓNIODE SOUSA

During 2010 non executive members belonging to specialcommittees took an active part in the meetings of the Board ofDirectors and also in the works of such committees.

II.4. The Supervisory Board issues an annual report describing itsactivity in the previous year, which is available at the company'swebsite, along with the annual report and accounts.

II.5 The risk management policy is set forth by the Board ofDirectors, which establishes goals and procedures to detect andprevent relevant risks, ascribing responsibilities to the remainingbodies of the Brisa Group.

Risk Management aims at ensuring a sustainable businessdevelopment, safeguarding the Group's value, based on the bestpractices, allowing to capitalize internal know-how to efficientlymanage the risks to which the Group is exposed, namely in theenvironmental, legal, financial and operational fields.

Representing a cornerstone of corporate governance, riskmanagement is part of Brisa’s culture and management processes,it falling to the Group’s employees the responsibility to mitigaterisk factors, minimizing their impact and identifying returnopportunities, where possible.

The risk management process which is still undergoingdevelopment, is based on a structured, consistent and strictapproach of the following aspects:

- Fixing of strategic goals in terms of risk taking;

- Aligning of the risks effectively incurred with the group's strategicoption;

- Identification of the main risks associated to the group's activitiesand respective causes;

- Analysis and measuring of the impact and likelihood ofoccurrence of each of the potential risks;

- Establishment of mechanisms to control the execution of the riskmanagement measures adopted and follow their efficiency;

- Adoption of internal information and communicationmechanisms for the various components of the system, as well asrisk alerts;

- Regular assessment of the system implemented and adoption ofchanges deemed necessary.

To this end, the company developed in 2010 an integrated riskmanagement tool, in accordance with aspects referred to above.

At the same time it is carrying out a major work involving each andevery area of the company, viewing to identify and classify incriticality terms, the risks faced by each, so that these may beclassified and monitored through the integrated risk managementsystem.

Finally, the company started a process to combine riskmanagement with strategic planning, identifying and assessing themain risks of the Group's business portfolio and laying outstrategies to manage and reduce them. The various business unitsincluded in their action plans, the risk factors and impactsassociated to the strategic goals, as well as mitigation measures toadopt, taking into consideration risk tolerance limits strategicallyset forth, which will be monitored and controlled through the riskmanagement system.

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EXECUTIVE COMMITTEE UNITS

VASCO DE MELLO

GENERAL COORDINATION

CORPORATE CENTREINVESTORS, COMMUNICATIONAND SUSTAINABILITY

PEDRO ROCHAE MELO

CORPORATE CENTRELEGALSTRATEGIC PLANNINGHUMAN RESOURCES

CONCESSIONSCONCESSÃO BRISA


CORPORATE CENTREADMINISTRATIVEAUDITORY, ORGANISATIONAND QUALITYFINANCE AND CONTROLPLANEAMENTO ECONTROLO DE GESTÃO

INFRASTRUCTURESCONTROLAUTO - CONTROLOTÉCNICO AUTOMÓVELTRANSPORT INFRASTRUCTURESINVESTMENT COMPANY

JOÃO BENTO

CORPORATE CENTREDESENVOLVIMENTODE NEGÓCIOSREDES E SISTEMAS

CONCESSIONSLITORAL CENTROATLÂNTICOLITORAL OESTEBAIXO TEJO

INFRASTRUCTURESASTERION ACECONSÓRCIO ELOS

INTERNATIONALEUABRISA NORTH AMERICANORTHWEST PARKWAY

HOLANDAMOVENIENCEBRISA NEDMOBIEL VENTURES

ÍNDIAFEEDBACK HIGHWAYS OMT

ANTÓNIO NUNESDE SOUSA

OPERATIONSBRISA O&MBRISA INOVAÇÃO E TECNOLOGIAVIA VERDE PORTUGALMCALL

CONCESSIONSDOURO LITORAL

INFRASTRUCTURESBRISA ENGENHARIA E GESTÃO

II.6. In accordance with the governance model adopted by Brisa -consisting of a Board of directors and a Supervisory board, these twobodies play a crucial role in the creation and monitoring of internalcontrol and risk management systems, assessing their operation andadjusting them to the company needs. The Board of Directors set upthe Audit and Risk Management Committee, made up of threeindependent directors, whose mission is to follow audit and riskmanagement related issues, and monitor the activity of the Audit andQuality Division, submitting to the Board any changes deemedrelevant. This Committee is the privileged contact of the SupervisoryBoard, which holds specific and legally established powers in this field.

II.7. Besides the rules governing the company's corporate bodies,which are available at www.brisa.pt, there are no other rules onincompatibility or maximum number of offices that can be held.

Section II – Board of Directors

II.8. Pursuant to the governance model adopted at BRISA, theChairman of the Board of Directors is also the Chairman of theExecutive Committee. Non executive members of the Board ofDirectors have access to any documentation relating to meetingsof the Board of Directors and the Executive Committee, and theymay request additional information in order to perform their dutiesas informed, independently and efficiently as possible.

II.9 The first risk assessment carried out pursuant to the systemdescribed in II.4 pin-pointed the following major risk groups thatmay affect Brisa's normal business development:

Operating RisksBrisa is a reference company in the road and transportation sector.As such, risk management is mandatory for the sustainabledevelopment of its operations.

The Group's commitment to continuous improvement is shown inthe investment constantly made in excellence and innovationthroughout its operations, with special focus on its clientsexpectations, namely in terms of traffic safety, comfort and fluidityand the quality of roads and services provided.

The support to prevention campaigns and improvement of thenetwork's safety features, namely improvement and wideningworks in accordance with the Group's required standards and thelaw, view to create the necessary conditions for an enhanced trafficflow.

The existence of a management and crisis communication model torespond to emergency situations and the establishment of specificcontingency plans for the different areas attest for the concern andrigour placed on the management of the Group's operations.

As far as occupational safety and health are concerned, Brisa holdsa specific structure which controls and ensures the central andlocal coordination of safety and health plans associated to riskactivities.

In 2010, the company undertook various initiatives relating toactivities with run over risk, namely those developed at tollbarriers. These initiatives were communicated and extended toexternal companies.

Brisa's Operational Coordination Centre, assisted by a telematicsand road safety structure, ensures the recording, processing andavailability of updated and timely information to clients andcomplementary services. The setting up in 2010 of two TollOperations Centres reinforced the control of internal operationsand ensured the availability of complementary means to timelyidentify situations requiring action.The innovation spirit consolidated in 2010 with the creation of aspecific company keeps Brisa at the leading edge of technologicaldevelopment and modernization. In addition to the said company,Brisa works in partnership with various reference companies anduniversities, which attests for the company's commitment toinnovation.

Consistent development of efforts to identify operating risks anddefine management measures to mitigate them, in line with theneeds of the different operations is part of the Group's strategy toface continuously evolving demands of a global world, whereprevention is crucial.

Regulation & Compliance RisksThe operation and maintenance of road concessions is subject tospecific and comprehensive regulations. Hence, the risk stemmingfrom regulatory changes is particularly relevant.

The Legal Department follows closely the regulatory evolution ofBrisa's activities and markets and proposes legal steps andsolutions deemed more adequate to the normal development ofthe Group's various operations, in accordance with the legalframework in force at any time.

Amongst the many activities developed during 2010, we point outthe important work carried out in the field of data privacy andsafety as well as training on the new public contracting lawsrecently introduced, concerning namely the management andsupervision of works and projects.

Environmental Risks Environmental management throughout design, construction andoperation phases are at the top of the Group's priorities. The workdeveloped in this field includes the early recognition ofenvironmentally risky situations, in order to act preventively toeliminate or mitigate their impact, based on the EnvironmentalPolicy in force.

Efforts developed throughout its value chain seek to enhance asustainable performance, in line with environmental goals and inaccordance with the relevant laws and other requirementssubscribed by the Group concerning environmental aspectsstemming from its operations.

The existence of environmentally certified companies according toISO 14001, internationally recognized as guidelines for corporateenvironmental management as well as the adoption by the Groupof its own specific guidelines (Environmental Policy Statement),eco-efficiency criteria, quantitative goals concerningenvironmentally critical indicators and a SustainabilityManagement Information System bolster and strengthen itsstandards, in the continuous search for improvement and asustainable business performance.

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Information systems risk Brisa's systems, information and communication technologies existas means to carry out the missions of the Group's companies, i.e.they serve the purpose of supporting business operations.

The work developed in this area, namely in what concerns thesafety of information and the resilience of the existing structure,includes actions to mitigate the different risks to which the Groupis exposed, such as the redundancy and safety of thetelecommunications infrastructure and the implementation ofsecure but highly available systems to ensure data integrity andbusiness continuity.

Additionally, in 2010 the company continued the assessment andimplementation of disaster recovery strategies.

Financial Risks Like most companies, Brisa is exposed to a number of financialrisks stemming from its business activity. These include: liquidityand interest rate risk deriving from financial liabilities; foreignexchange risk stemming from investment in Companhia deConcessões Rodoviárias (Brazil), although this exposure ceased atthe end of 2010, following the sale of the stake held by Brisa in thiscompany; exchange rate risk associated to investment inNorthwest Parkway (USA); and counterpart risk to which thecompany is exposed associated to risk hedging operations andother financial applications.

Financial risk management policies are approved by the ExecutiveCommittee and put into practice by the Financial Division (DFI) ofBrisa Auto-Estradas. DFI is in charge of identifying and quantifyingthe financial risks to which the Group is exposed, and to proposeand implement measures to manage/mitigate them. Themanagement of financial risks centralised at DFI covers foreignexchange transactions, financing operations, treasury surplusapplications, contracting of hedging instruments and managementof counterpart risk. All financial risk operations involving the use ofderivative instruments must be approved by the Financial Directoror the Executive Committee.

Participation in tenders for new concession contracts is also subjectto the risk management/mitigation policy. Project finance is thefinancing structure used in this type of projects, viewing to ensurethe operational, financial and legal separation of each project. Thecreation of companies with their own financing structures with norecourse to Brisa Auto-Estradas cash flows or assets (besides thecapital commitments the amount of which is known from the start)enables to limit and quantify the risk taken by Brisa when investingin new concessions. Moreover, Brisa enters in these projects inpartnership, normally with minority stakes, thereby mitigating itsexposure to each project.

In 2010, as its corporate reorganization was completed, resultingin the separation and ring-fencing of Brisa Concession into a newlyformed company (Brisa Concessão Rodoviária, S.A.- BCR), the

financial risks to which BCR is subject were considerably reduced.The innovating financial structure mounted at BCR was rewardedwith a strong and stable rating (A- by and Baa1 by Moody’s), whichis crucial to ensure future access to international debt markets,mitigating refinancing risk. The financial structure of BCRintegrates a risk hedging policy with its own risk managementrules and guidelines, including for instance a minimum fixed rateratio for debt, the non existence of significant non hedged foreignexchange exposures, as well as a minimum financial solidity(according to rating) required from counterparts to performfinancial operations.

II.10 The powers of the Board of Directors are those legallyestablished. Specifically in what concerns share capital resolutions,the Board of Directors, may in cases legally permitted, decide onthe issuing both on the domestic and international markets, ofbonds and/or other securities including namely bonds that areconvertible into shares, bonds giving right to the subscription ofshares and/or warrants on treasury stock.

II.11 The Company does not have a policy for the rotation offunctions within the Board of Directors, as it considers thatDirectors must hold the duties most adequate to their abilities andskills, taking into account the needs and interests of the Company.Under the terms of the Companies Code, in companies with Brisa'sgovernance model (Board of Directors and Supervisory Board), itfalls to shareholders assembled in General Meeting to submitproposals for appointment and replacement of members of theBoard of Directors and the Supervisory Board. In this light, there isno statutory restriction to the appointment of these two bodies. Incase of resignation or definitive impediment of a director duringthe course of his mandate, the Board of Directors will co-opt a newmember, who will be subject to the approval of the first generalmeeting occurring after the co-opting concerned. In case ofresignation or definitive impediment of a member of theSupervisory Board, the vacant seat will be filled by the alternatemember of this body.

II.12 In 2010 the Board of Directors met 12 times and theSupervisory Board met 8 times. Minutes of every meeting weredrawn up.

II.13 In 2010, the Executive Committee met 57 times. Nonexecutive directors have access to the minutes of all meetings ofthe Executive Committee.

II.14 Directors Vasco Maria Guimarães José de Mello, João PedroStilwell Rocha e Melo, João Pedro Ribeiro de Azevedo Coutinho,João Afonso Ramalho Sopas Pereira Bento and António José Nunesde Sousa are executive directors and directors António JoséFernandes de Sousa, António Nogueira Leite, Salvador AlemanyMás, Martin Wolfgang Johannes Rey, Luís Manuel de CarvalhoTelles de Abreu, Rui Diniz, João Vieira de Almeida and DanielAmaral are non executive directors.

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If the incompatibility rule provided in article 414-A of theCompanies Code exclusively applicable to the members of theSupervisory Board and Board of the General Meeting were to beapplied to members of the Board of Directors and more specificallyto non executive directors, António Nogueira Leite, SalvadorAlemany Más, Rui Diniz and Martin Wolfgang Johannes Rey wouldnot comply with the said incompatibility rule, as they holdmanagement functions in five companies. Non executive directorsAntónio José Fernandes de Sousa, Luís Manuel de Carvalho Tellesde Abreu, João Vieira de Almeida and Daniel Alexandre MiguelAmaral would comply with the said incompatibility rule. Should theindependence criteria set forth in paragraph 5 of art. 414. of theCompanies Code concerning specifically members of theSupervisory Board be applicable to members of the Board ofDirectors, members João Pedro Ribeiro de Azevedo Coutinho andJoão Afonso Ramalho Sopas Pereira Bento would be consideredindependent.

II.15. The company deems independent any member of the Boardof Directors who is not linked to any group of specific interests inthe company, namely who does not hold or act on behalf of anyholder of a qualifying stake equal or above 2% of the share capital.

II.16 Under the terms of the law in force, directors are elected bythe general meeting, upon proposal of shareholders, and existingdirectors cannot interfere in the selection of candidates whetherfor executive or non executive office.

II.17 Report of the Sustainability and Corporate GovernanceCommittee

ASSESSMENT REPORT

According to recommendations in force, it falls to the Sustainabilityand Corporate Governance Committee (SCGC) to assess theperformance of executive directors and existing committees,including self assessment.

The SCGC has not defined specific performance assessment tools inthe light of this recommendation, having decided to wait for themarket and also SCGC to gain experience in this matter, in order tobe able to resort to tested and reliable metrics, in line with bestmarket practices.

Therefore, in line with previous years, SCGC established forassessment purposes a number of parameters and assumptions ofgeneral nature that map out the assessment carried out, consistingof the following:

1. Scope

SCGC considers that the assessment to be carried out shouldexclusively focus aspects within its specific scope of attributions,i.e. corporate governance and sustainability, and that it should notgive its opinion on matters beyond this scope, particularly those offinancial or operational nature.

2. Method

2.1. SCGC bases its evaluation on an analysis focused on (i) theregularity of the activity of corporate bodies in the light of thepolicies set forth and corporate governance recommendationsin force; (ii) the company's performance at sustainability level,as reflected in the Sustainability Report; and (iii) the degree ofexecution of plans and projects laid down for the year under

review and considered important in terms of corporategovernance and/or sustainability.

2.2. Taking into account the collective nature of the corporatebodies under evaluation, SCGC assesses the performance ofthese bodies and entities and not of their membersindividually.

3. Assessment

3.1. Executive Committee (EC)No restraints or problems were detected likely to hinder thenormal and regular functioning of the executive body,particularly the articulation between the EC and the Board ofDirectors, whose members were given the necessary means toperform their duties in an informed and independent way.

The EC met 57 during 2010 and minutes were drawn up ofevery meeting held. Furthermore, all decisions and informationrequiring ratification or information viewing respectiveexecution were submitted to the relevant bodies and services.

The EC was present in all Board of Directors’ meetings, havingcarried out or ordered the carrying out of presentations andprovided any clarification required by the members of theBoard of Directors, viewing to enable a clear identification ofthe issues under discussion and decide thereon.

This Committee as well as the Supervisory Board and AuditCommittee - as confirmed by the latter, were given theinformation and support they required for their regularfunctioning.

The Group's corporate reorganization was completed duringthe year, having required the allocation of significantresources, including the EC. The process was extremelydynamic, testing intensely the interface between the EC andthe Board of Directors, and between the latter andshareholders, evidencing capacity for dialogue andcollaborative efforts, which led to the introduction of severalimprovements in the governance model applicable to theGroup following reorganization. As a matter of fact, CAGSSwelcomes the guarantees of independence on one hand, andthe shareholder participation, on the other hand, which stemfrom the governance model adopted - specially at the level ofBrisa Concessão Rodoviária, SA and its relationship with theparent company, Brisa Auto-Estradas de Portugal, S.A. - andwhich translate a high degree of sophistication in thedefinition of the “checks and balances” system.

The EC proved capable of managing and protecting Brisa'simage, safeguarding the development of projects with impacton the company's sustainability, and of maintaining an opendialogue with all stakeholders in particularly demandingcircumstances, given the financial crisis at world level.

Our assessment of the performance of the EC is thus highlypositive.

3.2. Audit and Risk Management Committee (ComAud)

AudCom plays a crucial role within the scope of Brisa'scorporate governance, as it ensures an independent and closesupervision of the company's economic and financial situation.

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In 2010 ComAud met on a bi-monthly basis, being grantedaccess to all information and receiving the support of theservices it required. AudCom holds regular meetings with thecompany's departments involved in the areas under itsjurisdiction, namely the Internal Audit Office and theSupervisory Board. These meetings were held on a regularbasis during the year under review.

AudCom kept an active role in meetings of the Board ofDirectors, reporting on its activity, making recommendationsand requesting information to the EC viewing to clarify issuesunder discussion.

We point out the Committee's relevant participation in theworks which led to the creation of the integrated riskmanagement system and in the monitoring of itsimplementation.

Our assessment of the performance of the AudCom is clearlypositive.

3.3. Sustainability and Corporate Governance Committee

SCGC meets twice each month, inviting representatives of thecompany's areas more involved in governance andsustainability issues to attend the meetings, including theOmbudsman.

During 2010 SCGC met all its goals, namely:• Monitoring of the reorganization process in what concerns

governance and sustainability.• Broad participation in the drawing up of the Sustainability

Report;• Creation of a privileged communication channel with the

Ombudsman.

These goals were fully met, attesting for the increasinglyrelevant role of this Committee in the company's internalstructure.

Within the scope of the reorganization process, the SCGC metwith the Board of Directors and with shareholders seekingclarifications on the project. In what concerns theSustainability Report, stable processes and a competentinternal structure enabled the Committee to review thedocument project in advance and contribute to it. Finally, wepoint out that the Committee maintains a stable relationshipwith the Ombudsman, having created routines to monitor theissues reported to this officer.

In view of the above, SCGC positively assesses its performance in2010.

II.18. Professional qualification and duties carried out by themembers of the Board of Directors in the past 5 years:

Vasco Maria Guimarães José de Mello, Chairman of the Boardof Directors and Chief Executive Officer of Brisa Auto-estradas dePortugal S.A. since 2000.

His current mandate is for the 2008-2010 period.

Graduated in Business Administration from the American Collegeof Switzerland, 1978. Attended the Citigroup’s Training Program inNew York, from 1978 to 1979.

Banco Crefisul de Investimento of Group Citicorp in São Paulo,Brazil, 1980. Managing Director at CUF Finance, a wealthmanagement company in Geneva, Switzerland, 1985.

Director of UIF – União Internacional Financeira, 1988.

Member and chairman of the board of directors of Banco Mello,Banco Mello de Investimentos and Companhia de Seguros Impérioand vice-chairman of José de Mello, SGPS (1991-2000).

Member of the Strategic Board of CTT – Correios de Portugal, S.A.Member of the Board of Directors of Abertis, Barcelona (2000-2002).

Vice-Chairman of the High Council of Banco Comercial Português(2000-2007).

Member of the Supervisory Board of Bank Millennium - Poland(2005-2007).

Member of the Board of Directors of Abertis, Barcelona (2003-2007).

Holder of 581 795 Brisa shares.

João Pedro Stilwell Rocha e Melo, Vice-chairman of the Boardof Directors and member of the Executive Committee of Brisa Auto-estradas de Portugal, S.A..

Member of Brisa's Board of Directors since 2002. His currentmandate is for the 2008-2010 period.

Graduated in Mechanical Engineering from Instituto SuperiorTécnico in 1985.

Post-graduation in Business Administration (MBA) fromUniversidade Nova de Lisboa in collaboration with WhartonSchool, of the University of Pennsylvania in 1986. InternationalCapital Markets Course from Oxford University in 1991.

Completed the management training programme “Leadership forTop Managers” – IMD International in 2002.

Director of Mello Valores – Sociedade Financeira de Corretagemand director-general of Banco Mello de Investimentos. From 1997-2000, Chairman of the Executive Committee of Banco Mello deInvestimentos, Director of Banco Mello, Director of Companhia deSeguros Império. Vice-chairman of the Board of Directors of BCPInvestimento.


João Pedro Ribeiro Azevedo Coutinho, member of the Board ofDirectors and of the Executive Committee of Brisa Auto-estradas dePortugal, S.A..


Graduated in Business Administration from Universidade CatólicaPortuguesa in 1982.

Completed the management training programme “Leadership forTop Managers”, IMD International in 2002.

Senior auditor at Coopers & Lybrand, Auditores, Lda., director incharge of financial engineering, corporate finance, mergers and

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acquisitions and capital markets at DECA, Decisão Estratégica,Consultores Associados em Gestão, S.A., director in charge ofinvestment and financial engineering and primary capital marketsat RAR - Sociedade de Investimentos e Engenharia Financeira S.A.,director of Deutsche Bank, in Portugal, responsible for theInvestment Banking Department, member of the board of directorsof DB Vida, S.A. and member of the executive committee of BancoMello de Investimento.


João Afonso Ramalho Sopas Pereira Bento, Member of theBoard of Directors and Executive Committee of Brisa – Auto-estradas de Portugal, S.A., since 2001. His current mandate is forthe 2008-2010 period.

Civil Engineering Degree from Instituto Superior Técnico (IST), 1983and MSc in Structural Engineering also from Instituto SuperiorTécnico, 1987.

PhD in Civil Engineering from Imperial College of Science,Technology & Medicine, London University, 1992 and PhD in CivilEngineering from IST/UTL in 1992, with "Agregação" in CivilEngineering – Intelligent Systems, IST, 1999.

Member of the Board of Directors of EDP S.A (2000-2003), AdamastorCapital, SGPS, S.A. (2002-2004) and Brisatel S.A. (2000-2001).

First Chairman of the Boards of Directors of Brisa Engenharia eGestão (2002 to 2007), Brisa Conservação de Infraestruturas (2002to 2005) and Brisa Assistência Rodoviária (2003 to 2007).

President of ASECAP - Association of the European TolledMotorways from 2005 to 2007, and Honorary President since May2007. Board Member of International Bridge, Tunnel and TurnpikeAssociation from 2007 to 2011 and Chairman of the Tolled Bridgeand Motorway Concessionaires Association from 2005 to 2011.

Senior Lecturer ("Professor Catedrático") at IST until 2002,remaining as Invited Senior Lecturer of the Civil Engineering andArchitecture Department of the same School. Vice-Chairman of theEngineering Academy.


António José Nunes de Sousa, member of the Board of Directorsand of the Executive Committee of Brisa Auto-estradas dePortugal, S.A..


Graduated in Civil Engineering from Instituto Superior Técnico(IST), 1982

Post-graduation in Business Administration from UniversidadeCatólica Portuguesa, Lisbon, 1998

From 1993 to 1999, Portuguese Road Authority having helddifferent positions; Manager of Concession Operations, 1996.

At Brisa Auto-estradas de Portugal, S.A., Technical GeneralManager (1999 to 2002).

Executive Director of BRISA Engenharia e Gestão, S.A. (2002 to 2004)and its Chief Executive Officer (from June to November 2004).

Member of the Board of Directors of BRISA Internacional, SGPS, S.A.,(2004-2006); Chairman of the Board of BRISA Participações eEmpreendimentos, Ltda (Brazil); member of the Board of Directors of

Companhia de Concessões Rodoviárias, S.A., in Brazil, from 2005 to2008.


António José Fernandes de Sousa, member of the Board ofDirectors of Brisa Auto-estradas de Portugal, S.A..


Graduated in Business Administration from Universidade CatólicaPortuguesa, 1977

PhD in Business Administration in the area of Strategic Planningfrom Wharton School, University of Pennsylvania, 1983.

Assistant secretary of state and foreign trade (1991-1993),assistant secretary of state and finance (1993-1994), governor ofthe Bank of Portugal (1994-2000) and chairman of the board ofdirectors of Caixa Geral de Depósitos (2000- 2004).


António Nogueira Leite, member of the Board of Directors ofBrisa Auto-estradas de Portugal, S.A.. since 2002.

Member of the Board of Directors of Brisa Auto-estradas dePortugal, S.A.. since 2002.

Graduated in Economics from Universidade Católica Portuguesa,1983. Masters of Science in Economics, from University of Illinoisat Urbana-Champaign, 1986.

Ph.D. in Economics from University of Illinois at Urbana-Champaign, 1988.

Equivalency to Doctorate Degree in Economics (specialisation:Microeconomics) from the Faculty of Economics of UniversidadeNova de Lisboa.

“Agregação” at Universidade Nova, 1992 and presently VisitingProfessor at the same University.

Chair of the board of directors of the Lisbon Stock Exchange, 1999.Secretary of state for treasury and finance in the XIV ConstitutionalGovernment (from October 1999 to September 2000) and deputygovernor of the European Investment Bank, European Bank forReconstruction and Development and the Inter-AmericanDevelopment Bank. Portugal’s representative at the Economic andFinancial Council of the European Union.

He does not hold any Brisa shares.

Salvador Alemany Más, member of the Board of Directors ofBrisa Auto-estradas de Portugal, S.A..

Member of Brisa's Board of Directors since 31 March 2008. Hiscurrent mandate is for the 2008-2010 period.

“Profesor Mercantil” and Graduated in Economic Sciences fromUniversity of Barcelona

Official Auditor Diploma from IESE.

Executive Director of Abertis in 2003, having occupied similarpositions in various companies of Group Abertis.


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Martin Wolgang Joahnnes Rey, member of the Board ofDirectors of Brisa Auto-estradas de Portugal, S.A..


Graduated in Law from Rheinische Friedrich-Wilhelms University inBonn, having also attended business administration at theUniversity of Hagen.

Joined the Babcock Group in 2003, having held various managerialpositions at Bayerische Hypo-und Vereinsbank (HVB) before that.


Luis Manuel de Carvalho Telles de Abreu, member of the Boardof Directors of Brisa Auto-estradas de Portugal, S.A..


Graduated in Law from the Faculty of Law of Coimbra University,1963.

Member of the Bar Association (District Council of Oporto), from1978 to 1980 and 1981 to 1983;

Member of the General Council of the Bar Association from 1990to 1992;

Member of the General Council of the Bar Association from 2005to 1992;


Rui Pires Diniz, member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A..

Member of Brisa's Board of Directors since March 2010. His currentmandate is for the 2010-2010 period.

Graduated in Economics from Universidade Católica

Mckinsey & Company (Iberia office) from 05/ 96 to 02/10: as OfficeManager of the Lisbon office (September 2007 to February 2010),Manager (Partner) of Mckinsey & Company (July 2008 to June 2008)Consultant of Mckinsey & Company (March 1996 to June 2002)


João Vieira de Almeida, member of the Board of Directors ofBrisa Auto-estradas de Portugal, S.A..


Law Degree from Universidade Católica Portuguesa, 1985, memberof the Portuguese Bar Association and the Brazilian BarAssociation. Member of the District Council and General Council ofthe Portuguese Bar Association.

Senior partner and chairman of the executive board of Vieira deAlmeida & Associados - Sociedade de Advogados, responsible forM&A and Corporate Finance.


Daniel Alexandre Miguel Amaral, member of the Board ofDirectors of Brisa Auto-estradas de Portugal, S.A..


Degree in Business Administration from ISEG.

Joined Group Caixa Geral de Depósitos in October 1996, becomingManager of Caixa- Banco de Investimento, SA from April 2003 toMarch 2008 and Executive Director of CREDIP – InstituiçãoFinanceira de Crédito, SA from April 2007 to March 2008. Memberof European Infrastructure Team da Babcock & Brown (April 2008to June 2009), currently Partner of Arcus Infrastructure Partners.


II.19 Duties carried out by Members of the Board of Directors inother companies

Duties carried out by Chairman of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., Vasco Maria Guimarães José deMello in other companies:

José de Mello, SGPS, S.A.Chairman of the Board of Directors and Executive Committee

CRP – Centro Rodoviário PortuguêsVice-Chairman of the Founding Council

Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A.Member of the Board of Directors

BCSD Conselho Empresarial para o Desenvolvimento SustentávelMember of the Board

CMVM-Comissão do Mercado de Valores MobiliáriosMember of the Advisory Council

Fundação Amélia de MelloMember of the Board

Fundação EDPMember of the Board

AEM - Associação de Empresas Emitentes de Valores Cotados emMercadoMember of the Board

BRISA Serviços Viários, SGPS, S.A.Chairman of the Board of Directors

BRISA Internacional, SGPS, S.A.Chairman of the Board of Directors

Via Oeste, SGPS, S.A.Chairman of the Board of Directors

BRISA Infraestruturas, SGPS, S.A.Chairman of the Board of Directors

BRISA Participações, SGPS, S.A.Chairman of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A.Chairman of the Board of Directors

BRISA Concessão Rodoviária, S.A.Chairman of the Board of Directors

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Duties carried out by Vice-Chairman of the Board of Directors ofBrisa Auto-estradas de Portugal, S.A., João Pedro Stilwell Rochae Melo in other companies:

Via Oeste, SGPS, S.A.Member of the Board of Directors

BRISA Serviços Viários, SGPS, S.A.Member of the Board of Directors

BRISA Internacional, SGPS, S.A.Member of the Board of Directors

TECNOHOLDING II – Investimentos Tecnológicos SAMember of the Board of Directors

BRISA Participações, SGPS, S.A.Member of the Board of Directors

BRISA Infraestruturas, SGPS, S.A.Member of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A.Member of the Board of Directors

BRISA Concessão Rodoviária, S.A.Member of the Board of Directors

APCAP – Associação Portuguesa das Sociedades Concessionáriasde Auto-Estradas com PortagensMember of the Board of Directors

José de Mello – Sociedade Gestora de Participações Sociais, S.A.Chairman of the Board of Directors and Executive Committee

ASTERION, A.C.E.Member of the General Council

Associação Comercial de LisboaMember of the Board

Associação Schoenstatt LisboaMember of the Board

Duties carried out Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., João Pedro Ribeiro de AzevedoCoutinho in other companies:

Controlauto Controlo Técnico Automóvel, S.A.Chairman of the Board of Directors

TECNOHOLDING II – Investimentos Tecnológicos SAChairman of the Board of Directors








Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., João Afonso Ramalho SopasPereira Bento in other companies:

BRISAL Auto-Estradas do Litoral, S.A.Chairman of the Board of Directors

Auto-Estradas do Baixo Tejo, S.A.Chairman of the Board of Directors

AEDL – Auto-Estradas do Douro Litoral, S.A.Member of the Board of Directors





BRISA Infraestruturas, SGPS, S.A.Member of the Board of DirectorsBRISA Concessão Rodoviária, SGPS, S.A.Member of the Board of Directors


BRISA United States, LLC (EUA)Member of the Board of Directors

BRISA North America, Inc (EUA)Member of the Board of Directors

Elos Ligações de Alta Velocidade, S.A.Chairman of the Board of Directors

Elos OM, S.A.Chairman of the Board of Directors

ASTERION, A.C.E.Member of the General Council

BRISA Participações e Empreendimentos Ltda. (Brazil)Chairman of the Advisory Council

EFACEC Capital, SGPS, S.A.Member of the Board of Directors


APCAP- Associação Portuguesa das Sociedades Concessionárias deAuto-Estradas ou Pontes com Portagens.Chairman of the Board of Directors

International Bridge, Tunnel and Turnpike Association (EUA)Member of the Board of Directors

Fundação Luso-BrasileiraMember of the Board of Trustees

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InIR, Instituto Regulador do Sector RodoviárioMember of the Advisory Council

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., António José Fernandes deSousa in other companies:

Brisa Engenharia e Gestão (BEG)Chairman of the Board of Directors

AEDL – Auto-Estradas do Douro Litoral, S.A.Chairman of the Board of Directors

MCall Serviços de Telecomunicações, S.A.Chairman of the Board of Directors

Via Verde Portugal, S.A.Chairman of the Board of Directors

BRISA O&M, S.A.Chairman of the Board of Directors

Brisa Inovação e TecnologiaChairman of the Board of Directors









APCAP – Associação Portuguesa das Sociedades Concessionáriasde Auto-Estradas com PortagensMember of the Board of Directors

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., António José Fernandes deSousa in other companies:

Associação Portuguesa de BancosChairman of the Council

STRATORG – Gabinete de Gestão de Empresas, S. A.Chairman

ECS Sociedade de Capital de Risco, S.A.Director

ECS capital, SGPS, S. A.Chairman of the Board of Directors

Duties carried out by Member of Member of the Board of Directorsof Brisa Auto-estradas de Portugal, S.A., António do PrantoNogueira Leite in other companies:

José de Mello Investimentos, SGPS, SAMember of the Board of Directors

CUF – Companhia União Fabril, SGPS, S.A.Member of the Board of Directors

CUF-Quimicos Industriais, SAMember of the Board of Directors

José de Mello – Sociedade Gestora de Participações Sociais, S.A.Member of the Board of Directors

EFACEC Capital, SGPS, S.A.Member of the Board of Directors

COMITUR – Sociedade Gestora de Participações Sociais, S.A.Member of the Board of Directors

COMITUR IMOBILIÁRIA, SAMember of the Board of Directors

Herdade do Vale da Fonte - Sociedade Agrícola, Turística eImobiliária, SAMember of the Board of Directors

Sociedade Imobiliária e Turística do cojo, SAMember of the Board of Directors

REDITUS, SGPS, SAMember of the Board of Directors

BANIF Investment, SAMember of the Advisory Council

Instituto de gestão do Crédito PúblicoMember of the Advisory Council

OPEX, SGSNM, S.AChairman of the Board of Directors

Instituto Português de Relações InternacionaisMember of the Board

Comunidade Portuária de AveiroChairman of the Council

Associação Oceano XXIChairman of the Council

EDP Renováveis, S.A.Member of the Board of Directors

Fundação Batalha de AljubarrotaMember of the Board of Directors

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A, Salvador Alemany Más in othercompanies:

Abertis Infraestructuras, S.A.CEO

Autopistas, C.E.S.A.Chairman of the Board of Directors

Abertis Telecom, S.A.Chairman of the Board of Directors

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Iberpistas, S.A.C.E.Member of the Board of Directors

Saba Aparcamientos, S.A.CEO

Parc Logístic, S.A.Vice-Chairman of the Board of Directors

Centro Intermodal de Logística, S.A. (CILSA)Vice-Chairman of the Board of Directors

AreamedVice-Chairman of the Board of Directors

Círculo de EconomíaChairman

Member of the Economic Policy Committee of the Chamber ofCommerce of Barcelona

Gremio de Garajes de BarcelonaHonorary President

ASETA (“Asociación de Sociedades Españolas Concesionarias deAutopistas, Túneles, Puentes y Vías de Peaje”)Vice-chairman

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A, Martin Wolgang Johannes Reyin other companies:

Babcock & Brown France (Fruges II) SAS, FranceVice director general

Babcock & Brown GmbH, GermanyDirector General

Babcock & Brown Windpark Verwaltungs GmbHDirector General

Babcock & Brown Windpark Management GmbH, GermanyDirector General

Renerco AG, GermanyVice-Chairman of the Supervisory Board

Nordex SE, GermanyMember of the Supervisory Board

ZAAB Energy AG, GermanyMember of the Supervisory Board

Babcock & Brown European Investments S.a.r.l, LuxemburgExecutive Member of the Board of Directors

B&B MB, investicije, d.o.o., SloveniaManager

BABCOCK & BROWN, investicije d.o.o., SloveniaManager

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A, Luís Manuel de Carvalho Tellesde Abreu in other companies:

Telles de Abreu e Associados – Sociedade de Advogados, R.L.Director

Imobiliária 1928, LimitadaManager

Caraimo – Propriedade, Investimento e Administração de BensMobiliários e Imobiliários, S.A.Chairman of the Board of the General Meeting

Cimertex - Sociedade de Máquinas e Equipamentos, S.A.Chairman of the Board of the General Meeting

Cinca – Companhia Industrial de Cerâmica, S.A.Chairman of the Board of the General Meeting

Empresa Predial Ferreira & Filhos, S.A.Chairman of the Board of the General Meeting

Galilei, S.G.P.S., S.A.Chairman of the Board of the General Meeting

Gamobar, SGPS, S.A.Chairman of the Board of the General Meeting

Itron Imobiliária, S.A.Chairman of the Board of the General Meeting

José Luís Ferreira da Costa, S.G.P.S., S.AChairman of the Board of the General Meeting

Prainha – Empreendimentos Imobiliários, S.AChairman of the Board of the General Meeting

Prainhamar – Exploração Hoteleira, S.A.Chairman of the Board of the General Meeting

Real Vida Seguros, S.A.Chairman of the Board of the General Meeting

Tecniforma – Oficinas Gráficas, S.A.Chairman of the Board of the General Meeting

Viagens Abreu, S.A.Chairman of the Board of the General Meeting

Asorg – Administração de Bens Mobiliários e Imobiliários, S.A.Secretary of the Board of the General Meeting

Encontrarse – Associação de Apoio às Pessoas com PerturbaçãoMental GraveSecretary of the Board of the General Meeting

Liga dos Amigos do Hospital de Santo AntónioSecretary of the Board of the General Meeting

Quinta dos Cónegos – Sociedade Imobiliária, S.AMember of the Board of Directors

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., João Vieira de Almeida in othercompanies:

BRISA Internacional, SGPS, S.A.Chairman of the Board of the General Meeting

Banco Finantia, S.A.Chairman of the Board of the General Meeting

Grow – Sociedade Gestora de Patrimónios, SAChairman of the Board of the General Meeting

José de Mello Investimentos, SGPS, SAChairman of the Board of the General Meeting

PPPS – Consultoria em Saúde, S.AChairman of the Board of the General Meeting

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SGFI,S.A. – Sociedade Gestora de Fundos de InvestimentoImobiliário, S.A.Chairman of the Board of the General Meeting

Route to Market, SAChairman of the Board of the General Meeting

Imopolis - Sociedade Gestora de Fundos de InvestimentoImobiliário, S.A.Chairman of the Board of the General Meeting

Inapa – Investimentos, Participações e Gestão, S.A.Chairman of the Board of the General Meeting

José de Mello Saúde, SASecretary of the Board of the General Meeting

Banif – InvestimentoMember of the Advisory Council

Vieira de Almeida & Associados – Sociedade de Advogados, R.L.Chairman of the Council

VAS – Vieira de Almeida Serviços, LdaManager

Associação Colecção BerardoChairman of the Board of the General Meeting

Fundação do GilChairman of the Advisory Council

Federação Portuguesa de RâguebiMember of the Legal Council

Associação de Curling de PortugalChairman of the Council

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., Rui Alexandre Pires Diniz inother companies:

José de Mello Saúde – Sociedade Gestora de Participações Sociais, S.AMember of the Board of Directors and Executive Committee

José de Mello Saúde España, S.A.Member of the Board of Directors

Escala Braga – Sociedade Gestora do Estabelecimento, S.A.Member of the Board of Directors

Hospital CUF Infante Santo, S.A.Member of the Board of Directors

Hospital CUF Descobertas, S.A.Member of the Board of Directors

Hospital das Descobertas, S.A.Member of the Board of Directors

Hospital CUF Porto, S.A.Member of the Board of Directors

JMS – Prestação de Serviços Administrativos e Operacionais, ACEMember of the Board of Directors

JMS – Prestação de Serviços de Saúde, ACEMember of the Board of Directors

Loja SaúdeCUF – Produtos e Serviços de Saúde e Bem Estar, S.A.Member of the Board of Directors

PPPS – Consultoria em Saúde, S.A.;Member of the Board of Directors

PPPS – Parcerias Públicas Privadas na Saúde, SGPS, S.A.Member of the Board of Directors

José de Mello Saúde – Serviços de Gestão e Consultoria, LDAManager

BESO, Serviços de Comodidade e Conveniência, LDA.Manager

Novamente - Associação de Apoio aos Traumatizados CrâneoEncefálicos e suas famíliasDirector

Duties carried out by Member of the Board of Directors of BrisaAuto-estradas de Portugal, S.A., Daniel Alexandre MiguelAmaral in other companies:

Arcus Infrastructure Partners LLP –Partner

Arcus ISH LLPPartner

Hidroeléctrica de Dornelas, Unipessoal, Lda.Manager

PEG, Unipessoal, Lda.Manager

Culturado, Unipessoal, Lda.Manager

Solfasquia, Unipessoal, Lda.Manager

Norteturbo, Unipessoal, Lda.Manager

Maintranche, Unipessoal, Lda.Manager

Círculo Corrente, Lda.Manager

Section III Supervisory Board

II.21. Supervising duties are entrusted to a Supervisory Boardmade up of three independent members and an External Auditor,as follows:

Chairman: Francisco Xavier AlvesMembers: Tirso Olazábal Cavero

Joaquim Patrício da Silva

External Auditor: Alves da Cunha, A. Dias & Associados, SROC nº74, represented by José Duarte Assunção Dias ROC no. 513, withoffice at Rua Américo Durão, 6-8º Esqº, 1900 – 064 LISBOA.

The present Supervisory Board was elected for the 2008-2010period and all its members comply with incompatibility rulesprovided in paragraph 1 of art.414 and are independent in the lightof the criteria laid down in paragraph 5 of article 414, both of theCompanies Code.

II.22. Professional Qualifications and duties carried out by themembers of the Supervisory Board

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Francisco Xavier Alves, is President of the Supervisory Board,elected for the first time to this office in March 2007. At the AnnualGeneral Meeting held on March 31, 2008 he was elected memberof the Supervisory Board and in June of the same year, he wasappointed Chairman of the said Board following the resignation ofthe former President, Eng. Pedro Ribeiro da Cunha. He is graduatedin Finance from ISCEF, and is certified as Official Auditor. Hisprofessional experience includes the coordination of financialaudits, corporate restructuring and consultancy in the managementand organizational fields. He does not hold any Brisa shares.

Tirso Olazábal Cavero is member of the Supervisory Board,elected for the first time in March 2007 and re-appointed in March2008. He has a degree in Business Administration.

From 1988 to 2002, he was executive director of ConstânciaEditores S.A..

As from 2002 he became partner and director Olazábal & Artola, aconsultancy company, and executive director and partner of AgoaGestão de Resíduos S.A.. and Ociomedia.

He is member of the Board of Directors of the Media Capital Groupsince 2006. He does not hold any Brisa shares.

Joaquim Patrício da Silva is member of the Supervisory Board,elected for the first time in March 2007 and re-appointed in March2008. In June 2008, following the resignation of the formerPresident, Eng. Pedro Ribeiro da Cunha he became member of theSupervisory Board.

He has a degree in Finance from ISCEF, and works as CertifiedAuditor since 1979. He does not hold any Brisa shares.

II.23. Duties carried out by members of the Supervisory Board inother companies.

Francisco Xavier Alves is Certified Auditor of various companies.He does not hold any position in any company of the Brisa Group.

Tirso Olazábal Cavero is managing partner of Olazabal&Artola,Consultoria Economico Financeira Lda., member of the Board ofDirectors of Group Media Capital. He does not hold any position inany company of the Brisa Group.

Joaquim Patrício da Silva works as Certified Auditor for variouscompanies. He does not hold any position in any company of theBrisa Group.

II.24. The Supervisory Board assesses the performance of theExternal Auditor on an annual basis, but it cannot propose itsdismissal to the General Meeting since this falls to the Board ofDirectors and not the General Meeting. The Supervisory Board isalso in charge of controlling the efficiency of the risk managementsystem, the internal control system and the internal audit system,and propose the hiring of the External Auditor and respectiveremuneration, ensuring that he is provided with all the meansrequired to perform its functions and assess its performance.

From II.25. to 11.29 Not applicable.

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POSITION POSITION

NAME 31-12-2009 BUY SELL 31-12-2010

VASCO MARIA GUIMARÃES JOSÉ DE MELLO 581 795 - - 581 795

JOÃO PEDRO ROCHA E MELO 580 161 - - 580 161

JOÃO PEDRO RIBEIRO AZEVEDO COUTINHO 525 248 - - 525 248

JOÃO AFONSO RAMALHO SOPAS PEREIRA BENTO 524 223 30 APRIL - 529 2235 000€5,36

ANTÓNIO NUNES DE SOUSA 432 000 - - 432 000

ANTÓNIO FERNANDES DE SOUSA 1 520 - - 1520

ANTÓNIO DO PRANTO NOGUEIRA LEITE - - - -

SALVADOR ALEMANY MÁS - - - -

LUIS CARVALHO TELLES DE ABREU - - - -

JOÃO VIEIRA DE ALMEIDA - - - -

RUI ALEXANDRE PIRES DINIZ - - - -

MARTIN WOLFGANG REY - - - -

DANIEL ALEXANDRE MIGUEL AMARAL - - - -

FRANCISCO XAVIER ALVES - - - -

TIRSO OLAZÁBAL CAVERO - - - -

JOAQUIM PATRÍCIO DA SILVA - - - -

ACQUISITION/DISPOSAL OF BRISA SHARES HELD BY THEMEMBERS OF THE CORPORATE BODIES DURING 2010 ART. 447º CSC

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NAME FIXED. VARIABLE. DEFINED TOTAL

REM REM BENEFITS

VASCO MARIA GUIMARÃES JOSÉ DE MELLO 423 331,42 * 59 850,00 483 181,42

JOÃO PEDRO STILWELL ROCHA E MELO 394 108,55 210 000,00 57 750,00 661 858,55

JOÃO PEDRO RIBEIRO DE AZEVEDO COUTINHO 366 258,16 185 000,00 51 450,02 602 708,18

JOÃO AFONSO RAMALHO SOPAS PEREIRA BENTO 380 799,84 157 347,00 51 450,02 589 596,86

ANTÓNIO JOSÉ LOPES NUNES DE SOUSA 361 598,03 185 000,00 51 450,02 598 048,05

TOTAL 1 926 096,00 737 347,00 271 950,06 2 935 393,06

* At the request of the Chairman of the Board of Directors submitted to the Remuneration Committee, he will not be paid any variable remuneration

INDIVIDUAL REMUNERATIONEXECUTIVE MEMBERS

Section IV Remuneration

II.30. The annual General Meeting held March 26, 2010 approvedthe following statement of the Remuneration Committee on theremuneration policy of the board of directors:

“The Remuneration Committee, following statement submitted to the2009 General Meeting, in compliance with legal and regulatoryprovisions relating to remuneration policy set forth in Article 2 of Law28/2009 of 18 June, submits to the approval of the 2010 GeneralMeeting the following statement on the remuneration policy of themembers of the Board of Directors and the Supervisory Board:

- The members of the board of directors should perform their dutiesdiligently and prudently, in the interest of the company'sshareholders, employees and remaining stakeholders.

- It is in the best interest of the company and its shareholders tocreate appropriate conditions and incentives to encourage thesound performance of the duties of the members of the Board ofDirector, in accordance with the criteria referred to above.

- In this light, remuneration is a crucial management tool forframing and encouraging the performance of senior managers.

- The definition and application of the criteria for fixing theremuneration of Directors entrusted to the RemunerationCommittee should thus be consistent and homogeneous taking intoaccount, on one hand, the level of remuneration currently practicedin European peer companies, and on the other hand, the degree ofachievement of the strategic goals set forth for the company, thecreation of value for shareholders and the economic situation.

- In view of the above, remuneration should consist of a fixedamount that views to remunerate the effort developed byexecutive and non executive members of the Board of Directorsthroughout each year of respective tenure, and a variable amountpayable to executive members that views to reward them for theCompany’s performance and align their interests with thecompany’s long term sustainability interests. This alignment willbe ensured namely by calculating the variable amount based onthe company's financial and operational performance each year,the intrinsic quality of (recurrent and extraordinary) resultsposted, taking into consideration the situation of equity markets,Brisa’s positioning in the markets where it operates, its businessoutlook in the medium and long term, and the indexes referred toin article 2 paragraph 3 a) and e) of the said Law 28/2009.

- In addition to the above, the payment of the variable amount willalso be subject to the evaluation of the performance goals set fortheach year, based on the following indicators: EBITDA, EBIT, NETPROFIT, ROE and ROA, taking into account the company’s evolutionand the remuneration level practiced by major domestic companiesand international companies operating in the same sector.

- Other exceptional factors may be taken into account in theevaluation of the performance of the Executive Committee or anyof its members.

- The variable remuneration will be paid following the closure ofeach financial year and the evaluation of respective results.

- Pursuant to a deliberation approved in 2008, the company has amanagement incentive plan whereby participants (employeesand executive directors) acquired Brisa shares at market price,with recourse to a bank loan subject to specific terms. Noadditional plan was approved since then.

- The Remuneration Committee subsequently approved the termsof an agreement with the executive directors of the Board ofDirectors, viewing to pay them, in case of termination offunctions, an amount equivalent to their remuneration of threeyears, provided they will not exercise functions in a competingbusiness during that period.

In what concerns the supervisory board, pursuant to provisions inart. 422 and paragraph 1 of art. 399 of the Companies Code, theremuneration of members of the Supervisory Board must consist ofa fixed amount, determined taking into account the complexity andresponsibility of the functions performed and the economicsituation of the company.

II.31 Remuneration of the Board of Directors

Figures below correspond to total remuneration costs, includingtherefore gross remuneration and social expenses legally borne by thecompany.

The base remuneration of non executive directors is € 5000 x 14.

The base remuneration of non executive directors who are alsomembers of one committee is € 6 000 x 14 or of € 6 500 x 14 ifmembers of two committees.

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NAME FIXED REMUNERATION

ANTÓNIO JOSÉ FERNANDES DE SOUSA 99 727.00

ANTÓNIO NOGUEIRA LEITE 92 607.24

JOÃO VIEIRA DE ALMEIDA 85 483.44

LUÍS MANUEL DE CARVALHO TELLES DE ABREU 92 607.24

MARTIN WOLFGANG JOHANNES REY 71 236.32

PEDRO JORGE BORDALO SILVA 63 530.27

SALVADOR ALEMANY MÁS 71 236.32

RUI ALEXANDRE PIRES DINIZ 73 017.71

TOTAL 649 445.54

NON EXECUTIVE MEMBERS

Figures above represent the amounts paid during 2010, within thelight of concept provided in point II.32 of CMVM Regulation no.1/2010. Directors of Brisa Auto-Estradas de Portugal, S.A. do notearn any further remuneration besides that described in thefollowing paragraph or any other benefit for performing functionsin any other companies of the Brisa Group.

Fringe benefits in the amount of 271 950,06 Euros referred in tableabove concern a supplementary retirement pension granted tomembers of the Board of Directors, pursuant to a deliberation ofthe General Meeting held in March 28, 1989.

This supplementary retirement pension is extended to directors ofother Group companies and managing staff. In 2010, under theterms of the referred defined retirement plan, Brisa transferred10% of the annual base remuneration of respective beneficiaries toan insurance company. The amount of the bonuses recorded underpersonnel costs for the year ended at 31 December 2010 was 472550,84 Euros, of which 271 950,06 Euros to members of theExecutive Committee.

The company did not enter any agreement with members of theBoard of Directors for the purpose of mitigating the risk associatedto their variable remuneration, and it is not aware of anyagreement entered by the said members with third parties for thesame purpose.II.32 The remuneration of the Board of Directors is structured anddetermined in accordance with tables in point II. 31, and thestatement of the Supervisory Board included in point II.30, whichexpressly provides the need for the remuneration of the membersof the Board of Directors to be structured in such a way as "toallow the alignment of their interests with the company’ssustainability interests over longer term cycles".

II.33. As far as the remuneration of executive directors isconcerned:

a) The remuneration of executive directors, respective compositionand attribution criteria is described in points II.30., II.31., II.32.;

b) The Remuneration Committee is responsible for assessing andattributing variable remuneration;

c) Criteria for the assessment of executive directors' performanceare described in II.30;

d) Executive directors remuneration figures are described in II.31;

e) Point II.30 describes the deferral of payment of variableremuneration;

f) The importance of the company's sustainability criteria fordetermining the variable remuneration of executive directors isdescribed in point II.30;

g) Information of the plan for the acquisition of shares by executivedirectors is provided in point II.30 and III.10;

h) There is no variable remuneration paid in stock options;

i) There are no non cash benefits;

j) There is no remuneration paid under a profit sharing scheme;

l) In 2010 no compensations were paid or are due to formerexecutive directors due to termination of functions;

m) There is no contractual limit specified for the compensationpayable for dismissal of director without due cause. Ultimately,it will fall to the Courts to determine the amount ofcompensation payable for dismissal without due cause;

n) Brisa directors do not receive any remuneration for performingfunctions in any other company of the Group;

o) Description of the complementary pension system is identifiedand reference to respective approval by the General Meeting ismade in point II.31;

p) There are no relevant non cash benefits not covered by thefollowing paragraphs.

q) There are presently no mechanisms preventing executivedirectors from entering any contract with third parties likely tocall into question the rationale of the variable remuneration.However, it should be stressed that the remuneration ofdirectors is determined by the General Meeting, which in Brisa'sspecific case has delegated this matter to a remunerationcommittee appointed for this purpose. Therefore, executive andnon-executive directors cannot enter with the company anycontract likely to alter or distort the remuneration determined bythe remuneration committee.

II.34. The non existence of variable remuneration for non executivedirectors is explicit in the statement of the RemunerationCommittee in point II.30.

II.35. On February 3, 2009, Brisa Executive Committee, upon theproposal of the Sustainability and Corporate GovernanceCommittee, approved the creation of an internal irregularitiesdisclosure system.This deliberation aimed at creating a system controlled by theSustainability and Corporate Governance Committee, enabling allemployees to freely and conscientiously expose any violation ofethical and legal nature occurring within the company, therebyexpressing Brisa's strong commitment to conduct its business incompliance with the law and the principles laid down in its Codeof Ethics, contributing moreover to the early detection of anyirregular situation.

Under the terms of the regulations approved (available atwww.brisa.pt) a list of dedicated addresses was created on theintranet and the company's site, allowing to disclose with absoluteconfidentiality, any irregularity, via e-mail, fax or mail.

The processing of this information and conducting of respectiveproceedings is the responsibility of an Ombudsman, presently Dr.Daniel Amaral, who is equipped with all necessary resources tofulfil his duties, namely access to all services, information anddocumentation he may deem suitable.

No employee can be persecuted, intimidated, discriminated or hurtfor having disclosed any irregularity, except for cases of lack ofgrounds or deceit in the information provided which will be dealtpursuant to the law.

Without prejudice to any situation he may deem serious or urgent,the Ombudsman will provide to the Sustainability and CorporateGovernance Committee, on a quarterly basis, a report on theactivity developed, including recommendations suggested for eachcase completed during that quarter.

Proceedings and recommendations relating to situations which theOmbudsman may deem serious or urgent will be promptlydisclosed to the Sustainability and Corporate GovernanceCommittee.

Following the evaluation of each irregularity proceeding and theOmbudsman recommendations, the Sustainability and CorporateGovernance Committee, will propose to the Board of Directors anychange in methods or procedures it deems more suitable, notify therelevant authorities or take any other measures deemed adequatein each case.

Following the appointment of the Ombudsman, Brisa carried out awide training programme covering 2 434 Group employees,viewing to explain and clarify any doubts concerning the EthicsCode and its application and the operation of the irregularitiesdisclosure system.

The irregularities disclosure regulations was submitted to the NationalData Protection Commission for approval, which is still pending.

SECTION V - SPECIAL COMMITTEES

II.36 Under the terms of the legal governance regime adopted byBrisa - Board of Directors, Supervisory Board - respective membersare jointly and severally liable; as such, they are not assessedindividually. Nonetheless, the Board of Directors set up theSustainability and Corporate Governance Monitoring Committeemade up of three non executive directors who, amongst otherduties, annually assess the operation of the Board of Directors. Itfalls exclusively to shareholders assembled in general meeting tochoose and elect the members of the company's corporate bodies.The company cannot therefore, identify potential candidates for itscorporate bodies.

II.37. During 2010, the Sustainability and Corporate GovernanceMonitoring Committee met 4 times. Minutes of every meeting weredrawn up.

II.38. Eng. Rui Roque de Pinho, member of the RemunerationCommittee has knowledge and experience in remuneration policyissues.

II.39. All members of the Remuneration Committee areindependent, both from the Board of Directors or any companyconsultant, and no natural or legal person was employed to assistthe Remuneration Committee in the performance of its duties thatprovides or has provided, over the past three years, services to anystructure subject to the Board of Directors, to the Board of Directorsof the company or has any relation with the company consultant.

CHAPTER III -INFORMATION ANDAUDITING

III.1. Brisa share capital is represented by 600 million listed sharesat the nominal price of 1 Euro per share, equal in terms of rightsand classes. Each share corresponds to one vote and there are novoting restrictions.

III.2. Qualifying holdings in the issuer's equity, calculated as perarticle 20 of the Securities Code.

On February 8, 2011, Caixa de Aforros de Galicia, Vigo, Ourense ePontevedra informed the Company in writing that it had sold itsstake to a number of institutional investors on that date.

On December 31, 2010, Brisa held 23 483 164 own shares and on theabove mentioned date Brisa held 25 406 063 own shares.

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III.3. There are no shareholders with special rights.

III.4. There are no restrictions on share-transfer or ownership ofBrisa shares.

III.5. The company is not aware of any shareholder agreement thatmay restrict the transfer of Brisa securities or voting rights.

III.6. Amendment of the Articles of Association falls exclusively tothe General Meeting, under the terms of its article 12.

III.7. There is no mechanism for a possible control of the exercisingof voting rights by Brisa employees.

III.8. Brisa stock exchange performance

The year 2010 was marked by a sharp volatility in stock markets.The financial crisis which contaminated main world economies led

governments and central banks to intervene in financial markets,resulting in an increase in budget deficits, especially in southernEuropean countries. This led to a deterioration of sovereign ratings,which naturally affected companies whose performance is linkedto economic growth, as is the case of Brisa. In 2010 Brisa share lost27.3% as against the previous year. Closing price at year end stoodat 5.20€.

Despite this devaluation, traded volume increased by 23% over2009.

The average daily value of Brisa stock for the year was 5.5 millioneuros, i.e. 20% more than in 2009.

Average daily volume also rose as against the previous year, to 1007 thousand shares traded per day as compared to 816.3 in 2009.

The weight of Brisa share on the PSI-20 was of 5.36% in 2010; the

95


Nº OF SHARES % CAPITAL % VOTE

JOSÉ DE MELLO SGPS, S.A.

JOSÉ DE MELLO INVESTIMENTOS SGPS, S.A. 116 716 530 19.45% 20.31%

ORLA SGPS, S.A. (*) 65 337 862 10.89% 11.37

JOSÉ DE MELLO SAÚDE SGPS, SA 52 249 0.01% 0.01%

BOARD MEMBERS (**) 1 177 093 0.20% 0.20%

SUPERVISING MEMBERS 1 040 0.00% 0.00%

TOTAL 183 284 774 30.55% 31.90%

ABERTIS INFRAESTRUTURAS S.A.

ABERTIS PORTUGAL, SGPS, S.A. 87 643 700 14.61% 15.25%

TOTAL 87 643 700 14.61% 15.25%

ARCUS EUROPEAN INFRASTRUCTURES FUND GP LLP

HIDROELÉCTRICA DE DORNELAS, UNIPESSOAL, LDA. 86 557 795 14.43% 15.06%

NORTETURBO - UNIPESSOAL, LDA. 16 000 000 2.67% 2.78%

PEG - UNIPESSOAL, LDA. 12 000 000 2.00% 2.09%

TOTAL 114 557 795 19.09% 19.94%

KENDALL DEVELOPS S.A. 19 867 980 3.31% 3.46%

THE STATE OF NEW JERSEY COMMON PENSION FUND FOR THE BENEFIT OF

NJ STATE EMPLOYEES 12 000 000 2.00% 2.08%

(*) As communicated on June 24, 2010, the French company Sociétè Generale, SA, pursuant to an agreement entered with Orla, SGPS, SA, can purchase15 673 513 of the shares held by the latter, and holds respective voting rights under the terms of sub-paragraph e) of paragraph 1 of article 20 of theSecurities Code.Pursuant to the said agreement, all rigths attached to the those shares remain within Orla's legal sphere and will only be transferredwith the Effective transfer of the shares, which may or may not occur up to June 25, 2013.

(**) Includes 581 795 shares held by Vasco de Mello and 580 161 shares held by Pedro Rocha e Melo

QUALIFYING SHARES - ART.º 20 CVM

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stock is also part of the Euronext 100 index. In performance terms,the Portuguese index also performed negatively (-10.3%) ascompared to 2009.

The above table shows Brisa share price on results release dates in2010.

III.9. III.9 Dividend distribution policy and dividend value per sharedistributed during the last 3 periods

The dividend policy is established by the General Meeting that canalter it at any moment. Nevertheless, Brisa's Board of Directors hassought to follow a dividend distribution policy that wouldincreasingly and attractively remunerate shareholders. In this light,the dividend per share paid has increased and should continue todo so in line with company's results. This policy has been validatedby the General Meeting and is specifically disclosed in thecompany's annual report.

The Board of Director's dividend distribution proposal is describedat the end of the chapter on the Proposal for the Application of NetIncome.

Dividend is paid annually within 30 days of its approval at theGeneral Meeting.

In the last three years, distributed dividend per share was asfollows:

2009 - -31 cents per share2008 - 31 cents per share2007 - 31 cents per share

III.10. Brisa considers that management incentive plans are animportant tool for assessing and stimulating the activity of seniorstaff in the medium and long term towards the creation ofshareholder value. Hence, at the Annual General Meeting of Brisaheld on March 10, 2006, the Board of Directors was authorized to

10%

0%

-10%

-20%

-30%

-40%

BRISA SHARE PERFORMANCEVS PSI20 DURING 2010

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

Brisa PSI20

€ 8.0

€ 7.5

€ 7.0

€ 6.5

€ 6.0

€ 5.5

€ 4.5

€ 4,0

BRISA SHAREPRICE DURING 2010

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

97


create a new management incentive plan (Plan) establishingmechanisms to enable the Plan’s Beneficiaries (Beneficiaries), inline with respective performance assessment for the year, toacquire Brisa treasury stock at market price on the day of thepurchase.

Under the terms of this authorization, Brisa's Board of Directorslaid down the terms of the said incentive plan, having approved aShare Acquisition Regulation (Regulation), according to whichBeneficiaries may buy Brisa shares at market price, resorting tobank loans specifically established for the purpose.

The number of Beneficiaries, including employees and executivedirectors covered by the Plan was 125. The total number of sharesallotted to employees and directors pursuant to the incentive planwas 5 211 250.

Under the terms of the Plan, such shares cannot be traded whilethe right to sell them and benefit from potential gains is notconfirmed, based on a performance assessment to occur on thefollowing dates:

• Directors- 100% in September 2011

• Remaining employees- 20% in April 2009- 30% in April 2010- 50% in April 2011

According to the Plan, participants have the Company’s guaranteethat it will repurchase the shares either if the right to sell them isnot confirmed or in case of early liquidation resulting from thecompany's withdrawal from the agreement; participants alsobenefit from a protection mechanism, translated in the exercisingof a put option for an equivalent amount to the purchase price ofthe shares added of loan expenses, in the event of sharedevaluation. The sale of a 30% tranche in April 2010 was madepursuant to the said protection mechanism, employees havingobtained no gain therefrom.

At 31 December 2010 the total number of shares held by

employees and directors pursuant to the incentive plan was 3 555000. During 2010, fourteen thousand shares were sold concerningthe liquidation plan shares of employees who have left Brisa, and780 000 shares were sold corresponding to the second 30%tranche of the Incentive Plan.

III.11. During 2010, no economically relevant business oroperations were carried out between the company on one side andmembers of governing bodies, on the other side.

III.12. During 2010, no economically relevant business oroperations were carried out between the company on one side andqualifying holders or intra group companies on the other side.

III.13. Within the scope of its powers, the Supervisory Board issuesits opinion on the deals to be carried out between the companyand the owners of qualifying holdings or entity-relationships withthe former, as envisaged in article 20 of the Securities Code.

III.14. During 2010 no business deals were made between thecompany and its directors, owners of qualifying holdings or entity-relationships with the former, as envisaged in article 20 of theSecurities Code.

III.15. Reports issued by the Supervisory Board are available at thecompany's website.

III.16. The Investors, Communications and SustainabilityDepartment (DIS) is responsible for the liaison with the financialmarket, analysts, investors and the public in general, respecting theequality of shareholders and preventing differences in access toinformation. It is also responsible for the liaison with managerialand supervising entities of listed companies, namely Euronext, theSecurities Market Commission and Interbolsa. Information isprovided on a regular basis, by means of presentations, relevantinformation communications and annual, half-year and quarterlyreports. During 2010, we meet 229 investors in London, New York,Paris, Madrid and Lisbon, meaning 142 one-1one meetings, 17 groupmeetings and 82 conference calls. We published 69 announcementsto the market.

FIGURES (EUROS) OPENING HIGHEST LOWEST CLOSING

RESULTS 2009 – 24 FEB 6.12 6.13 5.90 6.0

DIVIDEND PAYMENT – APRIL 26 5.87 5.87 5.57 5.59

1ST QUARTER RESULTS – APRIL 28 4.92 5.6 4.66 5.24

1ST HALF YEAR RESULTS – JULY -28 5.08 5.14 5.08 5.11

3RD QUARTER RESULTS – OCTOBER 02 5.55 5.65 5.50 5.52

SHARE PRICE ON THE MAIN EVENTS

Comprehensive information on the company is available on its website, namely information required under Article 171 of theCompanies Code concerning corporate name, head-office, publiccompany information and also the company's articles ofassociation, composition of corporate bodies, including theprofessional qualification and positions of respective members,financial statements, calendar of financial and corporate events,and relevant documentation of general meetings of the last fiveyears. Information is available in Portuguese and English.Information may be requested via email to [email protected] or throughtelephone number 21 444 95 70 or fax number 21 444 86 72. Themarket liaison officer is Dr. Luís d’Eça Pinheiro, who is also Head ofthe Investors, Communications and Sustainability Department(DIS).

ResearchBrisa is in regular contact with financial analysts that follow thecompany's financial strategy and valuation. This coverage hasgrown, revealing the different views held by various researchhouses on the company and the sector where it operates. The tableshows on the next page the latest price targets of a number ofresearch houses:

III.17. Total remuneration paid to the the External Auditor during2010 is presented on the above table.

Pursuant to article 62-B of Decree-Law no. 487/99, of 16 November(amended by Decree-Law no. 224/2008, of 20 November), theSupervisory Board receives, every year, the auditor's independencestatement, which describes the services provided by the latter and

other entities belonging to the same network, respectiveremuneration paid, possible threats to their independence andmeasures to safeguard such independence. Any identified threat tothe auditor's independence as well as respective safeguardingmeasures are assessed and discussed with the auditor. In additionto the above, the considerable weight of tax consultancy servicesduring 2010 was due to the reorganization process, concluded thatyear.

III.18. The Supervisory Board assesses the work developed by theExternal Auditor on an annual basis, seeing to the compliance withprovisions in article 54 of Decree-law no. 487/99, of 16 November(amended by Decree-Law no. 224/2008, of 20 November).As to theExternal Auditor's rotation, this is ensured by the rotation of thepartner in charge of the audit work.

Portugal’s sovereign risk strongly linked to Brisa’s stockperformanceThe diametrically opposite relation between Portugal’s sovereignrisk and the performance of Brisa share price remainedmanifestedely clear troughout 2010. As a matter of fact, over theprevious year, as Portugal’s sovereign risk rose, Brisa’s share pricedropped. This cause-effect relationship was only interrupted in thelast two months of 2010, when the conclusion of Brisa’s corporatereorganization strengthened the financial solidity of the Group. Asthe graph on the next page clearly illustrates, the performance ofthe Credit Default Swaps (CDS) variable multiplied by 1000 goescontrary to Brisa’s stock performance.

98


NATURE AMOUNT %

AUDIT SERVICES 273 095 24%

OTHER RELIABILITY ENHANCING SERVICES 171 700 15%

TAX CONSULTANCY SERVICES 642 940 56%

SERVICES OTHER THAN AUDIT SERVICES 69 000 6%

1 156 735 100%

REMUNERATION PAID TO THE EXTERNAL AUDITOR

99


COMPANY DATE PRICE TARGET RECOMMENDATION ANALYST

BPI 26-JAN-11 €5.75 ACCUMULATE BRUNO SILVA / PEDRO OLIVEIRA

NOMURA 25-JAN-11 €6.80 BUY JOEL COPP-BARTON

BANCO ESPÍRITO SANTO 11-JAN-11 €6.80 BUY NUNO ESTÁCIO

SABADEL 28-DEC-10 €7.00 BUY JESUS DOMINGUEZ

SANTANDER 20-DEC-10 €7.00 BUY JOAQUIN FERRER

CAIXA BI 16-DEC-10 €6.70 BUY HELENA BARBOSA

BBVA 25-NOV-10 €4.90 UNDERPERFORM ANTONIO RODRIGUEZ

EXANE BNP PARIBAS 24-NOV-10 €5.40 UNDERPERFORM STANISLAS COQUEBERT DE NEUVILLE / NICOLAS MORA

CREDIT SUISSE 23-NOV-10 €6.40 UNDERPERFORM UR-CHENG LEONG / ROBERT CRIMES

BANIF 23-NOV-10 €5.40 NEUTRAL FRANCISCO SEQUEIRA

MACQUARIE 15-NOV-10 €6.70 OUTPERFORM MARCUS HESSE

MILLENNIUM BCP 15-NOV-10 €5.55 BUY ANTÓNIO SELADAS

FIDENTIIS 03-NOV-10 €6.75 BUY DANIEL RODRIGUEZ

NATIXIS 03-NOV-10 €5.00 REDUCE GRÉGOIRE THIBAULT

JP MORGAN 03-NOV-10 €6.00 UNDERPERFORM ELODIE RALL

MORGAN STANLEY 26-OCT-10 €6.20 RELATIVE UNDERWEIGHT JAIME ROWBOTHAM

CITIGROUP 17-SEP-10 €7.00 BUY MIKE PINKNEY / SERGIO FERNANDEZ

DEUTSCHE BANK 21-JUL-10 €6.16 HOLD JOSE-FRANCISCO RUIZ

BANK OF AMERICA-MERRILL LYNCH 01-JUL-10 €5.60 UNDERPERFORM MARCIN WOJTAL

UBS 25-JUN-10 €7.80 BUY BOSCO OJEDA

IBERIAN EQUITIES 04-MAR-10 €7.90 BUY DAVID STIX

ANALYSTS ANDRECOMMENDATIONS

€ 8,0

€ 7,5

€ 7,0

€ 6,5

€ 6,0

€ 5,5

€ 4,5

€ 4,0

BRISA VS 1000/CDS(INVERSO RISCO PORTUGAL)

JAN FEV MAR ABR MAI JUN JUL AGO SET OUT NOV DEZ

Inverso CDS Portugal (1000/CDS) Acção Brisa

100

ANNUAL REPORT 2010 • 010 FINAL NOTE

Under the terms of paragraph 1 sub-paragraph c) of article 245 ofthe Securities Code

In compliance with legal and statutory regulations and provisions,the Board of Directors hereby submits to shareholders itsManagement Report and the Balance Sheet and Income Statementfor 2010, in the firm belief that, to the best of its knowledge, allinformation contained therein fully conforms to the applicableaccounting standards and regulations, and that it presents a trueand fair view of the assets and liabilities of the Company, itsfinancial position and results, and the results of the companiesincluded in the consolidation, while faithfully describing theevolution of the business, performance and position of theCompany and companies included in the consolidation, referringthe main risks and uncertainties they face.

São Domingos de Rana, 18 March 2011.

Board of Directors

Chairman Vasco Maria Guimarães José de Mello*Vice-Chairman João Pedro Stilwell Rocha e Melo*Member João Pedro Ribeiro de Azevedo Coutinho*Member João Afonso Ramalho Sopas Pereira Bento*Member António José Nunes de Sousa*Member António José Fernandes de SousaMember António Nogueira LeiteMember Salvador Alemany MásMember Martin Wolfgang Johannes ReyMember Luís Manuel de Carvalho Telles de AbreuMember Rui Alexandre Pires DinizMember João Vieira de AlmeidaMember Daniel Alexandre Miguel Amaral**

* Executive CommitteeThe current corporate mandate is for the 2008-2010 period.

** Co-opted in January 18, 2011, following resignation of Pedro Bordalo Silva

The net profit heading for 2010 added of the adequateamortization and provisions shows a positive result of Euro 501427 580,89.

Pursuant to legal and statutory provisions, namely provisions inarticle 27 of the Company’s articles of association, the Board ofDirectors proposes to appropriate the said profit as follows:

• 25 071 379,04 Euros, equivalent to 5% of net profit for Legalreserve;

• 189 327 317,99 for retained profits;

• dividends to shareholders: Euro 0, 31 per share;

• Free reserves: remaining net profit.


Board of Directors

010FINALNOTE

APROPRIATIONOF PROFITS

101

ANNUAL REPORT 2010 • 011 CONSOLIDATED STATEMENTS AND ATTACHED NOTES

CO

NSO

LID

AT

ED

STA

TE

ME

NT

S A

ND

AT

TA

CE

D N

OT

ES

011

102

31.12.2009 01.01.2009NOTES 31.12.2010 RESTATED RESTATED

NON-CURRENT ASSETS:

TANGIBLE FIXED ASSETS 12 93 617 101 049 122 308

GOODWILL 28 130 28 130 29 436

INTANGIBLE ASSETS 13 4 248 794 4 410 197 4 789 382

INVESTMENTS IN ASSOCIATES 14 26 646 297 158 163 502

OTHER INVESTMENTS 15 10 361 24 378 14 230

AVAILABLE-FOR-SALE FINANCIAL ASSETS - - 4 332

DEFERRED TAX ASSETS 17 178 433 175 613 219 244

OTHER NON-CURRENT ASSETS 18 32 355 29 239 29 948

TOTAL NON-CURRENT ASSETS 4 618 336 5 065 764 5 372 382

CURRENT ASSETS:

INVENTORIES 4 964 4 034 5 646

TRADE AND OTHER RECEIVABLES 19 64 745 52 344 48 374

OTHER CURRENT ASSETS 20 27 437 20 754 58 376

CASH AND CASH EQUIVALENTS 21 1 355 939 170 496 140 261

1 453 085 247 628 252 657

NON CURRENT ASSETS HELD FOR SALE 16 14 170 5 -

TOTAL CURRENT ASSETS 1 467 255 247 633 252 657

TOTAL ASSETS 6 085 591 5 313 397 5 625 039

SHAREHOLDERS' EQUITY:

SHARE CAPITAL 22 600 000 600 000 600 000

TREASURY SHARES 23 (176 113) (176 113) (176 113)

ADJUSTMENTS OF INVESTMENTS IN SUBSIDIARY AND ASSOCIATED COMPANIES 8 AND 14 (44 764) (29 710) 335

LEGAL AND OTHER RESERVES 24 410 947 413 337 378 446

FAIR VALUE RESERVE - - 1 522

HEDGING AND TRANSLATION RESERVES 3 111 3 329 (46 892)

RETAINED EARNINGS 321 590 345 807 492 127

CONSOLIDATED NET PROFIT FOR THE YEAR 778 500 149 775 -

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 1 893 271 1 306 425 1 249 425

NON-CONTROLLING INTERESTS 25 (95) 31 707 31 625

TOTAL SHAREHOLDERS' EQUITY 1 893 176 1 338 132 1 281 050

NON-CURRENT LIABILITIES:

LOANS 26 3 155 744 2 986 397 3 339 580

PROVISIONS 28 320 841 189 509 120 008

OTHER NON-CURRENT LIABILITIES 29 109 183 121 325 247 204

DEFERRED TAX LIABILITIES 17 25 704 17 185 9 730

TOTAL NON-CURRENT LIABILITIES 3 611 472 3 314 416 3 716 522

CURRENT LIABILITIES:

TRADE PAYABLES 26 744 17 969 18 859

LOANS 26 399 010 528 286 474 539

SUPPLIERS OF TANGIBLE FIXED ASSETS 26 375 27 443 24 300

OTHER CURRENT LIABILITIES 30 128 814 87 151 109 769

TOTAL CURRENT LIABILITIES 580 943 660 849 627 467

TOTAL EQUITY AND LIABILITIES 6 085 591 5 313 397 5 625 039

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS OF 31 DECEMBER 2010 AND 2009

The accompanying notes form an integral part of the consolidated statement of financial position as of 31 December 2010.

The Accountant nº 62018 The Board of Directors


(Amounts expressed in thousands of Euros)

(Translation of statements of financial position originally issued in Portuguese - Note 31)

2009

NOTES 2010 RESTATED

OPERATING INCOME:

SERVICES RENDERED 6 646 531 644 801

OTHER OPERATING INCOME 6 27 171 32 089

REVERSAL OF AMORTISATION AND ADJUSTMENTS 6 12 266 126

REVENUE ASSOCIATED TO CONSTRUCTION SERVICES 5 78 837 89 524

TOTAL OPERATING INCOME 5 AND 6 764 805 766 540

OPERATING EXPENSES:

COST OF INVENTORIES SOLD (5 792) (2 667)

VARIATION IN PRODUCTION 467 253

SUPPLIES AND SERVICES (88 544) (91 516)

PERSONNEL COSTS (100 943) (95 128)

AMORTISATION, DEPRECIATION AND ADJUSTMENTS 5, 12 AND 13 (294 107) (221 725)

PROVISIONS AND IMPAIRMENT LOSSES 28 (139 851) (43 419)

OTHER OPERATING EXPENSES (5 111) (6 253)

COSTS ASSOCIATED TO CONSTRUCTION SERVICES 5 (78 837) (89 524)

TOTAL OPERATING EXPENSES (712 718) (549 979)

OPERATING PROFIT 52 087 216 561

FINANCIAL EXPENSES 5 AND 8 (155 086) (161 601)

FINANCIAL INCOME 5 AND 8 9 162 9 854

INVESTMENT INCOME 5 AND 8 857 500 103 929

PROFIT BEFORE TAX 763 663 168 743

INCOME TAX 9 (22 744) (39 619)

NET PROFIT FOR THE YEAR 740 919 129 124

ATTRIBUTABLE TO:

SHAREHOLDERS 5 AND 10 778 500 149 775

NON-CONTROLLING INTERESTS 25 (37 581) (20 651)

EARNINGS PER SHARE:

BASIC 10 1,35 0,26

DILUTED 10 1,35 0,26

The accompanying notes form an integral part of the consolidated income statement for the year ended 31 December 2010.





103

CONSOLIDATED SEPARATE INCOME STATEMENTSFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

104

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

2009

NOTES 2010 RESTATED

CONSOLIDATED NET PROFIT FOR THE YEAR 740 919 129 124

CHANGES IN CURRENCY TRANSLATION RESERVES 1 054 50 221

CHANGES IN THE FAIR VALUE OF FINANCIAL INSTRUMENTS (11 083) 23 584

CHANGES IN THE FAIR VALUE OF AVAILABLE-FOR-SALE INVESTMENTS - (1 522)

RETIREMENT BENEFITS - ACTUARIAL GAINS/LOSSES 33 963 3 337

ADJUSTMENTS OF INVESTMENTS IN SUBSIDIARY AND ASSOCIATED COMPANIES (15 054) (941)

OTHERS (11) -

INCOME RECOGNISED DIRECTLY IN SHAREHOLDERS' EQUITY (24 131) 74 679

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 716 788 203 803

ATTRIBUTABLE TO:

SHAREHOLDERS 761 061 224 430

NON-CONTROLLING INTERESTS (37 591) (20 627)

The accompanying notes form an integral part of the consolidated statement of comprehensive income for the year ended 31 December 2010.





CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITYFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

The accompanying notes form an integral part of the consolidated statement of changes in shareholders' equity for the year ended 31 December 2010.


ADJUSTMENTS OF

INVESTMENTS IN

SUBSIDIARY AND LEGAL HEDGING AND

SHARE TREASURY ASSOCIATED AND OTHER REVALUATION TRANSLATION RETAINED NET NON-CONTROLLING

NOTES CAPITAL SHARES COMPANIES RESERVES RESERVES RESERVES EARNINGS PROFIT INTERESTS TOTAL

BALANCE AT 1 JANUARY 2009 600 000 (176 113) 335 378 446 1 522 (46 868) 426 738 151 257 31 173 1 366 490

RESTATEMENT EFFECTS 2 - - - - - (24) (85 868) - 452 (85 440)

BALANCE AT 1 JANUARY 2009 (RESTATED) 600 000 (176 113) 335 378 446 1 522 (46 892) 340 870 151 257 31 625 1 281 050

CONSOLIDATED NET PROFIT FOR THE YEAR - - - - - - - 149 775 (20 651) 129 124

OTHER INCOME AND EXPENSE RECOGNISED IN SHAREHOLDERS' EQUITY:

INCREASE/(DECREASE) IN THE FAIR VALUE OF HEDGING INSTRUMENTS, NET OF TAX - - - 23 584 - - - - - 23 584

CHANGES IN CURRENCY TRANSLATION RESERVES - - - - - 39 761 - - - 39 761

RETIREMENT BENEFITS - ACTUARIAL GAINS AND LOSSES - - - 3 313 - - - - 24 3 337

GAIN/(LOSS) ON AVAILABLE-FOR-SALE INVESTMENTS

INCREASE/(DECREASE) IN THE FAIR VALUE - - - - 544 - - - - 544

DISPOSALS - - - - (2 066) - - - - (2 066)

EFFECT OF APPLYING THE EQUITY METHOD - - (941) - - 10 460 - - - 9 519

TOTAL COMPREHENSIVE INCOME FOR THE YEAR - - (941) 26 897 (1 522) 50 221 - 149 775 (20 627) 203 803

APPROPRIATION OF NET PROFIT FOR 2008:

TRANSFERRED TO LEGAL RESERVE - - - 7 316 - - - (7 316) - -

TRANSFERRED TO OTHER RESERVES - - - (39 716) - - - - - (39 716)

DIVIDENDS 11 - - - - - - - (139 004) (469) (139 473)

TRANSFERRED TO RETAINED EARNINGS - - - - - - 4 937 (4 937) - -

CHANGES IN CONSOLIDATION PERIMETER - - (29 104) 35 572 - - - - 29 082 35 550

INCENTIVE PLAN - - - 4 822 - - - - 4 822

OTHERS - - - - - - - - (7 904) (7 904)

BALANCE AT 31 DECEMBER 2009 (RESTATED) 600 000 (176 113) (29 710) 413 337 - 3 329 345 807 149 775 31 707 1 338 132

BALANCE AT 1 JANUARY 2010 600 000 (176 113) (29 710) 413 337 - 3 329 345 807 149 775 31 707 1 338 132

CONSOLIDATED NET PROFIT FOR THE YEAR - - - - - - - 778 500 (37 581) 740 919

OTHER INCOME AND EXPENSE RECOGNISED IN SHAREHOLDERS' EQUITY:

INCREASE/(DECREASE) IN THE FAIR VALUE OF HEDGING INSTRUMENTS, NET OF TAX - - - (11 083) - - - - - (11 083)

CHANGES IN CURRENCY TRANSLATION RESERVES - - - - - 169 - - - 169

RETIREMENT BENEFITS - ACTUARIAL GAINS AND LOSSES 33 - - - 973 - - - - (10) 963

EFFECT OF APPLYING THE EQUITY METHOD 14 - - (15 054) - - 885 - - - (14 169)

OTHERS - - - - - - (11) - - (11)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR - - (15 054) (10 110) - 1 054 (11) 778 500 (37 591) 716 788

APPROPRIATION OF CONSOLIDATED NET PROFIT FOR 2009:

TRANSFERRED TO LEGAL RESERVE - - - 7 923 - - - (7 923) - -

TRANSFERRED TO OTHER RESERVES - - - - - - (28 174) - - (28 174)

DIVIDENDS 11 - - - - - - - (150 546) (696) (151 242)

TRANSFERRED TO RETAINED EARNINGS - - - - - - (8 694) 8 694 - -

INCENTIVE PLAN 34 - - - 4 505 - - - - - 4 505

CHANGES IN THE CONTROLLING INTEREST OVER SUBSIDIARY COMPANIES - - - (4 708) - (1 272) 12 662 - - 6 682

OTHERS - - - - - - - - 6 485 6 485

BALANCE AT 31 DECEMBER 2010 600 000 (176 113) (44 764) 410 947 - 3 111 321 590 778 500 (95) 1 893 176




105

106

CONSOLIDATED STATEMENTS OF CASH FLOWS FORTHE YEARS ENDED 31 DECEMBER 2010 AND 2009

NOTES 2010 2009

OPERATING ACTIVITIES:CASH RECEIPTS FROM CLIENTS 647 829 645 926CASH PAID TO SUPPLIERS (125 961) (101 944)CASH PAID TO PERSONNEL (101 851) (99 566)

FLOWS GENERATED BY OPERATIONS 420 017 444 416 INCOME TAX RECEIVED/(PAID) 1 198 27 005OTHER RECEIPTS/(PAYMENTS) RELATING TO OPERATING ACTIVITIES (6 563) 17 297

NET CASH FROM OPERATING ACTIVITIES (1) 414 652 488 718

INVESTING ACTIVITIES:CASH RECEIPTS RELATING TO:

TANGIBLE FIXED ASSETS 10 811 1 251INVESTMENTS 1 162 982 12 102DIVIDENDS RECEIVED 40 717 40 020INTEREST AND SIMILAR INCOME 200 636

1 214 710 54 009 CASH PAYMENTS RELATING TO:

INVESTMENTS (9 689) (46 950)TANGIBLE AND INTANGIBLE FIXED ASSETS (108 696) (107 350)

(118 385) (154 300)NET CASH USED IN INVESTING ACTIVITIES (2) 1 096 325 (100 291)

FINANCING ACTIVITIES:CASH RECEIPTS RELATING TO:

LOANS OBTAINED 3 619 284 2 209 749INCREASE IN CAPITAL AND SUPPLEMENTARY CAPITAL CONTRIBUTIONS BY NON-CONTROLLING INTERESTS 6 265 7 390FINANCIAL INSTRUMENTS 851 12 235

3 626 400 2 229 374 CASH PAYMENTS RELATING TO:

LOANS OBTAINED (3 576 262) (2 212 463)INTEREST AND SIMILAR COSTS (122 572) (142 295)DIVIDENDS PAID 11 (179 361) (179 168)FINANCIAL INSTRUMENTS (72 794) (43 787)DECREASES IN CAPITAL AND SUPPLEMENTARY CAPITAL CONTRIBUTIONS BY NON-CONTROLLING INTERESTS - (410)

(3 950 989) (2 578 123)NET CASH FROM FINANCING ACTIVITIES (3) (324 589) (348 749)

EFFECT OF CURRENCY EXCHANGE RATE CHANGES (4) 1 500 1 094

EFFECT OF CONSOLIDATION PERIMETER CHANGES (5) - (5 384)

VARIATION IN CASH AND CASH EQUIVALENTS (6) = (1) + (2) + (3) + (4) + (5) 1 187 888 35 388

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 21 165 848 130 460

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 21 1 353 736 165 848

The accompanying notes form an integral part of the consolidated statement of cash flows for the year ended 31 December 2010.





1. INTRODUCTORY NOTE

Brisa – Auto-Estradas de Portugal, S.A. (“the Company” or “Brisa”)has its head office in Cascais and was founded on 28 September1972. The Brisa Group (“the Group”) is made up of the subsidiariesand associated companies listed in Notes 4 and 14. The Group’sprincipal activities are described in Note 5.

2. PRINCIPALACCOUNTING POLICIES

BASES OF PRESENTATION

The accompanying financial statements were prepared on a goingconcern basis from the books and accounting records of thecompanies included in the consolidation (Note 4), restated in the

consolidation process to International Financial ReportingStandards, effective for the years beginning 1 January 2010, asadopted in European Union. Such standards include theInternational Financial Reporting Standards (“IFRS”) issued by theInternational Accounting Standards Board (“IASB”), theInternational Accounting Standards (“IAS”) issued by theAccounting Standards Committee (“IASC”) and the respectiveinterpretations – SIC and IFRIC issued by the InternationalFinancial Reporting Interpretation Committee (“IFRIC”) andStanding Interpretation Committee (“SIC”). These standards andinterpretations are referred to hereinafter collectively as “IFRS”.

Adoption of new standards and interpretations, amended orrevised

The following standards, interpretations, amendments andrevisions endorsed by the European Union with mandatoryapplication in financial years starting on or after 1 January 2010,resulting in an impact on the Group’s financial statements, wereadopted for the first time in the year ended 31 December 2010:

107

IFRS 3 – Business combinations and IAS 27 –

Consolidated and separate financial statements

(as revised in 2008)

1-Jul-09 Introduces changes regarding the recording of business combinations, namely in what regards: (a) measurement of non-

controlling interests (previously referred to as minority interests); (b) the recognition and subsequent accounting requirements

for contingent consideration; (c) the treatment of acquisition-related costs; and (d) the recording of purchase of interests in

previously controlled entities and sale of interests without loss of control.

IAS 28 (revised in 2008) - Investments in

associates

1–Jul-09 The abovementioned principles adopted for IAS 27 (2008) in what concerns the determination of the result from the sale are

also extended to IAS 28.

IFRS 1 (revised) – First-time adoption of

international financial reporting standards

01/jan/10 This standard was revised to aggregate all the amendments that have occurred since its first version.

IFRS 1 – Amendments (Additional exemptions) 01/jan/10 This amendment included a set of additional exemptions in the retrospective application, namely at the level of the assets that

result from the operation of mineral resources, responsibilities with deconditioning and the application of the requirements of

IFRIC 4.IFRS 2 – Amendments (Vesting Conditions and

Cancellations)

IFRIC 12 – Service concession agreements

IFRIC 15 - Agreements for the Construction of

Real Estate

IFRIC 16 - Hedges of a Net Investment in a

Foreign Operation

IFRIC 9 and IAS 39 – Amendments

(Revaluation of embedded derivatives)

IAS 39 – Amendments (Eligible Hedged Items)

IFRIC 17 - Distributions of Non-cash Assets to

Owners

IFRIC 18 - Transfers of Assets from Customers

01/jan/10

01/jan/10

01/jan/10

1-Jul-09

Years finished on

or started after

30-Jun-09

01/jul/09

01/jul/09

Transfers made

on or after

1-Jul-09

The amendments clarify the definition of vesting conditions for the purposes of IFRS 2, introduce the concept of ‘non-vesting’

conditions, and clarify the accounting treatment for cancellations.

This interpretation introduces rules for the recognition and measurement by the private operator rendering infrastructure

construction and operation services regarding service concession agreements.

The Interpretation addresses how entities should determine whether an agreement for the construction of real estate is

within the scope of IAS 11 Construction Contracts or IAS 18 Revenue and when revenue from the construction of real

estate should be recognised.

The Interpretation provides guidance on the detailed requirements for net investment hedging for certain hedge

accounting designations.

Clarification of the circumstances in which it was allowed for the subsequent appreciation of the obligation to split an

embedded derivative.

The amendments provide clarification on two aspects of hedge accounting: identifying inflation as a hedged risk or portion, and

hedging with options.

The Interpretation provides guidance on the appropriate accounting treatment when an entity distributes assets other

than cash as dividends to its shareholders.

The Interpretation addresses the accounting by recipients for transfers of property, plant and equipment from ‘customers’.

Effective date(years beginning

Standard / Interpretation on or after)


The only effect on the Group’s financial statements for the yearended as of 31 December 2010, except for the impacts derivingfrom the adoption of IFRIC 12 – Service Concession Agreements,resulting from the adoption of the new standards, interpretations,amendments and revisions referred to above, was in terms of thepresentation and disclosure of financial information.

The main impacts from the adoption of IFRIC 12 are as follows:

• The infrastructure (motorway stretches) ceased to be recognisedas revertible tangible fixed asset to the extent that it isconsidered that under the terms of the concession contracts, theconcessionaire is granted the right to use the concession, butdoes not control it since:- The concession grantor controls the use of the infrastructure

and rendered services (respective terms), and- The infrastructure reverts to the concession grantor at the end

of the contract;

• The investment amount initially spent in the construction of theinfrastructure, formerly recognised as fixed revertible tangibleasset was reclassified as intangible asset, net of correspondingaccumulated depreciation taking into account the period alreadyelapsed up to the end of the concession contract, correspondingto the contractual right to use the infrastructure for the provisionof the public service, remunerated according to its use. It shouldbe mentioned that the concession contracts entered by Brisa andits subsidiaries, do not establish any unconditional right toreceive cash or other financial asset from the grantor, a situationwhich would determine the recognition of a financial asset;

• De-recognition of the net value of intervention works made inthe infrastructure, formerly capitalized in the value of thestretches (tangible fixed asset), which did not correspond toexpansion or increase in capacity;

• Set up of provision resulting from the contractual obligation tokeep or reinstate certain service levels, including in particular, theplanned resurfacing. This provision is set up for each sub-stretchthroughout the period between intervention works;

• Financial update of the provision mentioned hereinabove at eachperiod, recorded as against a financial expense;

• The re-classification of the infrastructure’s initial constructionamount from tangible fixed assets into intangible asset wasmade without changing the initial measuring, in accordance withIFRIC 12 interim provisions, which do not require their backdatedapplication;

• Recognition of revenue and costs associated to the constructionservice, in accordance with IFRS12;

• Impacts of the adoption of IFRIC 12 as of 1 January 2009 wererecorded in retained earnings.

As result of this change, the Group restated the financialinformation previously released, adjusting opening balances at 1January 2009 as follows:

108


RELEASED RESTATED IMPACT OFAMOUNT AMOUNT RESTATEMENT

IIMPACT ON ASSETS AT 1 JANUARY 2009:

REVERTIBLE TANGIBLE FIXED ASSETS 3 643 137 - (3 643 137)

TANGIBLE FIXED ASSETS 50 491 122 308 71 817

INTANGIBLE ASSETS 1 220 925 4 789 382 3 568 457

DEFERRED TAX ASSETS 185 668 219 244 33 576

TOTAL ASSETS AT 1 JANUARY 2009 5 594 326 5 625 039 30 713

IMPACT ON EQUITY AT 1 JANUARY 2009:

RETAINED EARNINGS 577 995 492 127 (85 868)

NON-CONTROLLING INTERESTS 31 173 31 625 452

ADJUSTMENTS IN CURRENCY AND HEDGING TRANSLATION (46 868) (46 892) (24)

TOTAL EQUITY AT 1 JANUARY 2009 1 366 490 1 281 050 (85 440)

IMPACT ON LIABILITIES AT 1 JANUARY 2009:

PROVISIONS 5 223 120 008 114 785

DEFERRED TAX LIABILITIES 8 019 9 730 1 711

OTHER CURRENT LIABILITIES 110 112 109 769 (343)

TOTAL LIABILITIES AT 1 JANUARY 2009 4 227 836 4 343 989 116 153

Equity adjustments as of 1 January 2009, from the adoption ofIFRIC 12 are as follows:

The effects of the restatement in results for the year ended 31December 2009, from the adoption of IFRIC 12 are as follows:

109


01.01.2009

ADJUSTMENTS TO THE USEFUL LIFE OF THE INITIAL INVESTMENT IN CONSTRUCTION OVER THE PERIOD OF THE CONCESSION CONTRACT (56 495)

DERECOGNITION OF THE CAP. AMOUNTS RELATING TO WORKS NOT RELATED TO INITIAL CONSTRUCTION, EXPANSION OR CAPACITY INCREASE 59 015

SET UP OF PROVISION FOR CONTRACTUAL OBLIGATIONS 114 785

EFFECT OF ADJUSTMENTS AT DEFERRED TAXES (31 865)

85 440

RELEASED RESTATED IMPACT OFAMOUNT AMOUNT RESTATEMENT

IMPACT ON RESULTS (PERIOD ENDED 31 DECEMBER 2009):

REVENUE ASSOCIATED TO CONSTRUCTION SERVICE - 89 524 89 524

SUPPLIES AND SERVICES (91 481) (91 516) (35)

PROVISIONS (21 124) (43 419) (22 295)

AMORTIZATION AND ADJUSTMENTS (237 724) (221 725) 15 999

COSTS ASSOCIATED TO CONSTRUCTION SERVICE - (89 524) (89 524)

FINANCIAL COSTS AND LOSSES (157 124) (161 601) (4 477)

RESULTS OF INVESTMENTS 106 952 103 929 (3 023)

INCOME TAX (42 600) (39 619) 2 981

NON-CONTROLLING INTERESTS 21 047 20 651 (396)

NET PROFIT OF THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS 161 021 149 775 (11 246)

New standards and interpretations, amendments orrevisions not adopted

The following standards, interpretations, amendments andrevisions endorsed by the European Union up to the date ofapproval of these financial statements, with a potential impact onthe Group’s financial statements, are of mandatory application infuture years:

Although these standards have been endorsed by the EuropeanUnion they were not adopted by the Group in the year ended 31December 2010 because their adoption is not yet mandatory. Nosignificant impacts are expected as consequence of the adoption ofthese standards.

The financial statements were prepared in accordance with thehistorical cost convention, except in the case of financialinstruments. Following is a summary of the main accountingpolicies adopted.

2.2. CONSOLIDATION PRINCIPLES

a) Controlled companies

Controlled companies have been consolidated in each period usingthe full consolidation method. Control is considered to exist wherethe Group holds, directly or indirectly, a majority of the votingrights at Shareholders’ General Meetings, or has the power todetermine the companies’ financial and operating policies.

Third party participation in shareholders’ equity and net result ofsuch companies is presented separately in the consolidatedstatement of financial position and consolidated separate incomestatement under the caption Non-controlling interests (Note 25).

Where losses attributed to minority shareholders exceed theminority interest in shareholders’ equity of subsidiary companies,the Group absorbs such excess and any additional losses, exceptwhere the minority shareholders are required to cover such losses,as it is the case of the operators whose concession agreements

Controlled companies as of 31 December 2010 are listed in Note 4.Significant balances and transactions between such companies areeliminated in the consolidation process. Capital gains within theGroup on the sale of subsidiary and associated companies are alsoeliminated.

Whenever necessary, adjustments are made to the financialstatements of subsidiary companies to conform to the Group’saccounting policies.

Where the Group has, in substance, control over other entitiescreated for a specific purpose, even though it does not have adirect participation in them, they are consolidated by the fullintegration method.

b) Concentration of business activities

The acquisition cost is calculated as the sum of the acquisition-datefair values of the assets transferred, liabilities incurred or assumedand the equity interests issued by the Group in exchange for thecontrol of the acquire. When applicable the acquisition costs alsoinclude the fair value of the contingent consideration measured at theacquisition date. Subsequent changes to value of the contingentconsideration are recorded in accordance with the accounting of rulesapplicable to the identified assets and liabilities, except if they qualifyas measurement period adjustments.

If the initial accounting of the business combination is incompleteby the end of the reporting period in which the businesscombination occurs, the Group reports provisional amounts for theitems for which the accounting is incomplete and adjusts those

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IAS 24 – Related Party Disclosures (revised)

IFRS 1 - Amendment (Limited exemption of the

obligation to present comparative disclosures

in accordance with IFRS 7 for first time

adopters)

IAS 32 Amendment (Classification of emission

rights)

IFRIC 14 – Amendment - Prepayments of a

Minimum Funding Requirement

IFRIC 19 – Extinguishing Financial Liabilities

with Equity

jan/11

01/jul/10

01/Feb/10

01/jan/11

01/jul/10

This review brings some clarifications related to the disclosures to be made in related parties, in particular with respect to the

government related entities.

This amendment simplifies the obligations to disclose comparative information on financial instruments in the first time

adoption of IFRS).

This amendment clarifies the conditions in which emission rights can be classified as equity instruments).

This amendment is aimed at correcting the unintended treatment of prepayments for future contributions. In some

circumstances, it is not permitted to recognise as an asset some prepayments for minimum funding contributions.

IFRIC 19 addresses the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity

issuing equity instruments to a creditor to extinguish all or part of the financial liability. It does not address the accounting by

the creditor.

Effective date(years beginning

Standard / Interpretation on or after)

were structured under a project finance regime and within thelimits of responsibilities assumed by the shareholders. Where thesubsidiary subsequently reports profits, the Group appropriatesthem up to the amount of the losses absorbed by the Group.

The results of subsidiaries acquired or sold during the year areincluded in the income statement from the date of their acquisitionto the date of their sale.

provisional amounts during the measurement period (periodbetween the date of acquisition and the date at which the Groupobtains the full information about the facts and circumstances thatexisted at the acquisition date and that cannot exceed one yearfrom the acquisition date), or additional assets and liabilities arerecognized, to reflect the facts and circumstances that existed atthe financial position date and that, if known, would have beenaffected the amounts recognized at the acquisition date.

If the abovementioned differential is negative, it is recognized inthe income statement of the period as Other income and expenses,after reconfirmation of the attributed fair value.

The non-controlling interests of the shareholders that do not havethe control of the business combination are identified separately inthe equity. The non-controlling interests can be initially measuredby its fair value or by the percentage of the fair value of the assetsand liabilities of the acquired subsidiary. This option is availableeach separate transaction. After the initial measurement the non-controlling interests are determined as the amount initiallyrecognized plus the proportion of the changes in the equity of thesubsidiary. The comprehensive income of a subsidiary isattributed to the non-controlling interests even if they are negative.

The results of the business combinations acquired or sold duringthe reporting period are included in the income statement since theacquisition date or up to the sale date. When in substance, theGroup has the a controlling interest in other entities set up with aspecific purpose, even though no participation is held in the equityof such entities, they are consolidated by the full consolidationmethod.

Changes in the controlling interests over subsidiary companies thatdo not represent a loss of control are accounted as transactionswithin equity. The controlling interests of the Group and the non-controlling interests are adjusted to reflect the changes ofparticipation. Any difference between the amount by which thenon-controlling interests are adjusted and the fair value of theacquisition price is recognized as equity and allocated to thecontrolling interests.

When the Group loses control over a subsidiary, the gain or loss inthe sale is calculated as the difference between (i) the aggregatedamount of the fair value of the consideration received and the fairvalue of the interest retained and (ii) the accounting value of theassets (including goodwill) and the liabilities of the subsidiary andof the non-controlling interests. The amounts previously recognizedas comprehensive income are transferred to the income statementor retained earnings in a similar manner as if the related assets andliabilities had been sold. The fair value of the interests retainedcorresponds to the fair value of the initial recognition for thepurposes of the subsequent accounting in the scope of IAS 39 –Financial instruments or, if applicable, the cost for the purposes ofthe initial recognition of an investment in an associate or a joint-venture.

c) Investments in associated companies

An associated company is one in which the Group exercisessignificant influence, but does not have control or joint control,through participation in decisions relating to its financial andoperating policies.

Investments in the majority of associated companies (Note 14) arerecorded in accordance with the equity method, except where theyare classified as held for sale. Investments are originally recorded

at cost which is then increased or decreased by the differencebetween cost and the proportional value of the equity of suchcompanies as of the date of acquisition or the date the equitymethod was first used.

Under the equity method, an investment in an associate is initiallyrecognized in the consolidated statement of financial position atcost and adjusted thereafter to recognize the Group’s share of theprofit or loss and other comprehensive income of the associate(and accounted in the income statement and the othercomprehensive income of the Group) and the dividends received.

In the specific case of changes in equity in associated companies,resulting from the capital increase with a share premium, causingdilution of the participation held, the corresponding adjustment inthe amount of the participation is made by corresponding entry toincome from investments.

Losses in associated companies in excess of the investment in suchcompanies are not recognised, unless the Group expects that suchcosts could be assumed in covering future losses.

Any excess of cost over the fair value of the identifiable net assetsis recorded as goodwill. Where cost is less than the fair value of thenet assets identified, the difference is recorded as a gain in theincome statement of the period in which the acquisition is made.

In addition, dividends received from these companies are recordedas decreases in the amount of the investments.

A valuation of the investments in associates is performed whenimpairment indications are identified. The impairment losses arerecognized when identified. When the accumulated impairmentrecognized in previous years ceases to exist (partially of fully) it isreversed.

Unrealised gains in transactions with associated companies areeliminated in proportion to the Group’s interest in such companies,by corresponding entry to the amount of the related investment.Unrealised losses are also eliminated, but only up to the point inwhich the loss does not show that the asset transferred is in asituation of impairment.

d) Goodwill

The differences between the acquisition cost of the investments ingroup companies, associates, plus, in the case of subsidiaries, of thenon-controlling interests and the fair value of identifiable assetsand liabilities of those companies at the date of acquisition, ifpositive, are recorded in goodwill or in investments in associatedcompanies, as applicable.

Goodwill on investments in foreign subsidiaries is recorded in thereporting currency of the subsidiary, being translated to theGroup’s reporting currency (Euros) at the exchange rate in force onthe balance sheet date. Exchange differences arising on suchtranslations are recorded in the caption “Translation reserve”.

Goodwill is recorded as an asset, it is not amortised but subjectedto annual impairment tests.

The recoverable amount is determined based on managementbusiness plans or valuation reports performed by independentexperts. Any impairment loss is recorded as a cost in the incomestatement for the period in Provisions and impairment lossescaptions.

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Goodwill impairment losses are not subject to subsequent reversal.

When the abovementioned difference is negative, it is recognizedas an income at the date of acquisition, after reconfirmation of thefair value of the identifiable assets and liabilities.

Goodwill on acquisitions prior to the transition date to IFRS (1January 2009) was maintained at the former amount in accordanceto with generally accepted accounting principles in Portugal, beingsubject to annual impairment tests.

2.3. NON-CURRENT ASSETS HELD FOR SALE

Non-current assets (or discontinued operations) are classified asheld for sale if the amount is realisable through sale, as opposed tothrough continued use. This is considered to be the case where: (i)sale is probable and the asset is available for immediate sale in itscurrent condition; (ii) management is committed to a sales plan;and (iii) the sale is expected to take place within a period of twelvemonths.

Non-current assets (or discontinued operations) classified as heldfor sale are stated at the lower of book value or fair value less coststo sell.

2.4. INTANGIBLE ASSETS

Intangible assets, which comprise essentially contractual rights andcosts incurred on specific projects with future economic value, arestated at cost less accumulated amortisation and impairmentlosses. Intangible assets are only recognised if it is probable thatthey will produce future economic benefits for the Group, they arecontrollable by the Group and their value can be determinedreliably.

Internally generated intangible assets, namely current research anddevelopment costs, are expensed as incurred.

Internal costs relating to the maintenance and development ofsoftware are expensed when incurred, except where such costsrelate directly to projects which will probably generate futureeconomic benefits for the Group. In such cases these costs arecapitalised as intangible assets.

Amortisation of such assets is provided on a straight-line basis asfrom the date the assets start being used, in accordance with theperiod the Group expects to use them.

Intangible assets which are expected to generate future economicbenefits for an unlimited period are known as intangible assets ofundefined useful life. Such assets are not amortised but are subjectto annual impairment tests.

2.5. TANGIBLE FIXED ASSETS

Tangible fixed assets used in production, rendering services or foradministrative use are stated at cost, including expenses incurredwith their purchase, less accumulated depreciation and, whereapplicable, impairment losses.

Depreciation of tangible fixed assets is provided on a straight-linebasis over their estimated useful lives, as from when the assetsbecome available for their intended use, in accordance with thefollowing estimated periods of useful life:

2.6. LEASING

Lease contracts are classified as: (i) finance leases, if substantiallyall the benefits and risks of ownership are transferred under them;and (ii) operating leases, if substantially all the benefits and risksof ownership are not transferred under them.

Leases are classified as finance or operating leases based on thesubstance and not on the form of the contract.

Fixed assets acquired under finance lease contracts, as well as thecorresponding liabilities are recorded in accordance with thefinancial method, the fixed assets, corresponding accumulateddepreciation and liabilities being recognised in accordance withthe contracted financial plan. In addition, the interest included inthe lease instalments and depreciation of the tangible fixed assetsis recognised as costs in the income statement for the period towhich they relate.

In the case of operating leases, the lease instalments arerecognised as costs on a straight-line basis in the incomestatement over the period of the lease contract.

2.7. IMPAIRMENT OF NON-CURRENT ASSETS,EXCLUDING GOODWILL

Impairment assessments are made as of the balance sheet dateand whenever an event or change in circumstances is identifiedthat indicates that the book value of an asset may not berecovered. Where such indications exist, the Group determines therecoverable value of the asset, so as to determine the possibleextent of the impairment loss.

In situations in which the individual asset does not generate cashflows independently of other assets, the estimated recoverablevalue is determined for the cash generating unit to which the assetbelongs.

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YEARS OFUSEFUL LIFE

BUILDINGS AND OTHER CONSTRUCTIONS 10 TO 50

MACHINERY AND EQUIPMENT 1 TO 10

TRANSPORT EQUIPMENT 3 TO 6

TOOLS AND UTENSILS 4

ADMINISTRATIVE EQUIPMENT 1 TO 10

Whenever the book value of an asset exceeds its recoverableamount, an impairment loss is recognised by charge to the incomestatement caption “Amortisation, depreciation and adjustments”.

The recoverable amount is the higher of the net selling price(selling price less costs to sell) and the value in use of the asset.Net selling price is the amount that would be obtained from sellingthe asset in a transaction between knowledgeable independententities less the costs directly attributable to the sale. Value in useis the present value of the estimated future cash flows resultingfrom the continued use of the asset and sale thereof at the end ofits useful life. The recoverable amount is estimated for each assetindividually or, where this is not possible, for the cash generatingunit to which the asset belongs.

Impairment losses recognised in prior years are reversed whenthere are indications that such losses no longer exist or havedecreased. Impairment losses are reversed by credit to the incomestatement caption “Reversal of amortisation and adjustments”.However, impairment losses are reversed only up to the amountthat would have been recognised (net of amortisation anddepreciation) if the impairment loss had not been recorded in prioryears.

2.8. FOREIGN CURRENCY ASSETS,LIABILITIES AND TRANSACTIONS

Transactions in currencies other than Euros are recorded at therates of exchange in force on the dates of the transactions. Foreigncurrency monetary assets and liabilities at the consolidatedstatement of financial position dates are translated to Euros at therates of exchange in force as of those dates. Foreign currency non-monetary assets and liabilities recorded at fair value are translatedto Euros using the rates of exchange in force on the dates the fairvalue is determined.

Exchange gains and losses resulting from differences between theexchange rates in force on the dates of the transactions and thosein force on the dates of collection, payment or the balance sheetdate are recognised as income or costs in the consolidated incomestatement, except for those relating to non-monetary items wherethe change in fair value is recognised directly in shareholders’equity (Translation reserves), in particular:

• Exchange differences resulting from the translation of mediumand long term foreign currency intra Group balances, which inpractice are extensions of investments;

• Exchange differences on financial operations to hedge exchangerisk on foreign currency investments as established in IAS 21,provided that they comply with the efficiency criteria establishedin IAS 39.

The conversion of the financial statements of subsidiaries andassociated companies expressed in a foreign exchange isperformed considering the exchange rate at the date of thefinancial position, for the conversion of assets and liabilities, thehistorical exchange rate, for the conversion of equity, and theaverage exchange rate of the period, for the conversion of theincome and cash flows statement.

The effect of such translations after 1 January 2004 is reflected inthe shareholders’ equity caption Translation reserves, and istransferred to the income statement when the correspondinginvestments are sold.

In accordance with IAS 21 goodwill and fair value correctionsdetermined on the acquisition of foreign entities are considered inthe reporting currency of such entities, being translated to Euros atthe exchange rates in force on the balance sheet dates. Suchexchange differences are reflected in the caption Translationreserves.

The Group contracts derivative financial hedging instruments toreduce its exposure to exchange rate risk.

2.9. FINANCING COSTS

Loan costs are recognised in the income statement for the periodto which they relate.

Costs incurred on loans obtained directly to finance the acquisition,construction or production of revertible fixed assets are capitalisedas part of the cost of the assets. Such costs are capitalised as fromthe beginning of the preparation for construction or developmentof the assets up to the termination of the production orconstruction of the asset or when the project in question issuspended. Any financial income generated by loans obtained inadvance to finance specific capital expenditure is deducted fromthe capital expenditure subject to capitalisation.

2.10. SUBSIDIES

State subsidies are recognised based on their fair value when thereis reasonable certainty that they will be received and that theGroup will comply with the conditions required for them to begranted.

Operating subsidies, namely those for employee training, arerecognised in the income statement in accordance with the costsincurred.

Investment subsidies relating to the acquisition of tangible fixedassets are deducted from the value of such fixed assets andrecognised in the income statement on a consistent straight-linebasis in proportion to depreciation of the subsidised fixed assets.

2.11. INVENTORIES

Merchandise and raw materials are stated at average cost, whichis lower than their corresponding market value.

Finished and semi-finished products, sub-products and work inprogress are stated at average production cost, which includes thecost of the raw materials incorporated, labour and productionoverheads (considering depreciation of production equipmentbased on normal utilisation levels), which is lower than netrealisable value. Net realisable value corresponds to normal sellingprice less costs to complete production and selling costs.

Provisions for inventory losses are recorded by the amount of thedifference between cost and the realisable value of inventories,where the latter is lower.

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2.12. OPERATING RESULTS

Operating results includes all operating costs and income, whetherrecurring or not, including restructuring costs and costs and incomerelating to operating assets (tangible fixed assets and otherintangible assets). It also includes capital gains and losses on thesale of companies included in the consolidation by the fullconsolidation or proportional consolidation method. Therefore,operating profit excludes net financial costs, the results ofassociated companies and other investments and income tax.

2.13. PROVISIONS

Provisions are recognised when, and only when, the Group has alegal or implicit obligation resulting from a past event, under whichit is probable that it will have an outflow of resources to resolvethe obligation, and the amount of the obligation can be reasonablyestimated. At each reporting date provisions are reviewed andadjusted to reflect the best estimate as of that date.

The amount recognized as a provision is the best estimate of theconsideration required to settle the present obligation at the endof the reporting period, taking into account the risks anduncertainties surrounding the obligation.

In particular, the Group recognizes provisions for the reinstatementobligations associated to the infrastructures operated under theconcession agreements that require a specific level of service.These provisions are calculated based on the future interventionprograms, namely in what concerns the road resurfacing.

Present obligations arising under onerous contracts are recognizedand measured as provisions. An onerous contract is considered toexist where the Group has a contract under which the unavoidablecosts of meeting the obligations under the contract exceed theeconomic benefits to be received from the contract.

Provisions for restructuring costs are recognised by the Groupwhenever there is a formal detailed restructuring plan which hasbeen communicated to the parties involved.

2.14. FINANCIAL INSTRUMENTS

Financial assets and liabilities are recognised when they becomepart of a contractual relationship.

Cash and cash equivalents

The caption “Cash and cash equivalents” includes cash, bankdeposits, term deposits and other treasury applications whichmature in less than three months and can be demandedimmediately with insignificant risk of change in amount.

The caption “Cash and cash equivalents” in the statement of cashflows also includes bank overdrafts, reflected in the consolidatedstatement of financial position in the caption “Other loans”.

Accounts receivable

Accounts receivable do not have implicit interest and are reflectedat their nominal value, less estimated losses on realisation.

Investments

Investments are classified as follows:

- Held-to-maturity investments;- Assets at fair value through the income statement;- Available-for-sale financial assets.

Held-to-maturity investments are classified as non-current assets,except if they mature in less than twelve months from theconsolidated statement of financial position date, investments witha defined maturity date which the Group intends and has thecapacity to hold up to that date being recorded in this caption.

Assets at fair value through the income statement are classified ascurrent investments.

Available-for-sale financial assets are classified as non-currentassets.

All purchases and sales of such investments are recognised on thedates of the respective purchase and sale contracts, independentlyof the date of financial settlement.

Investments are initially recorded at cost, which correspond to thefair value of the price paid excluding transaction costs.

After initial recognition, assets at fair value through the incomestatement and available-for-sale financial assets are restated tofair value by reference to their market value as of the consolidatedstatement of financial position date with no deduction fortransaction costs that could arise up to their sale. Where theinvestments are in capital instruments not listed on regulatedmarkets and where it is not possible to estimate their fair value ona reliable basis, they are maintained at cost less possibleimpairment losses.

Gains and losses due to changes in the fair value of available-for-sale financial instruments are reflected in the shareholders’ equitycaption “Fair value reserve” until the instrument is sold, collectedor in any other way realised, or where impairment losses arebelieved to exist, in which case the accumulated gain or loss isrecorded in the income statement.

Gains and losses due to changes in the fair value of assets at fairvalue through the income statement are recognised in the incomestatement for the year.

Held-to-maturity investments are recorded at capitalised costbased on the effective interest rate, less repayments of principaland payment of interest.

Financial liabilities and equity instruments

Financial liabilities and equity instruments are classified inaccordance with the substance of the contract, independently of itslegal form. Equity instruments are contracts that reflect a residualinterest in the Group’s assets after deduction of the liabilities.

Equity instruments issued by the Company are recorded at theamount received net of costs incurred for their emission.

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Bank loans

Loans are recorded as liabilities at the amount received, net ofcosts of issuing such loans. Financial costs, calculated inaccordance with the effective interest rates, including premiumspayable, are recorded on an accruals basis, being added to thebook value of the loans if they are not paid during the year.

Accounts payable

Accounts payable do not bear interest and are recorded at theirnominal value.

Derivative financial instruments and hedge accounting

The Group has the policy of contracting derivative financialinstruments to hedge the financial risks to which it is exposed as aresult of changes in interest rates and exchange rates. The Groupdoes not contract derivative financial instruments for speculationpurposes.

The Group contracts derivative financial instruments in accordancewith internal policies approved by the Board of Directors.

Derivative financial instruments are measured at their fair value.The recognition method depends on the nature and purpose of thetransaction.

Hedge accounting

Derivative financial instruments are designated as hedginginstruments in accordance with the provisions of IAS 39, as regardstheir documentation and effectiveness.

Changes in the fair value of derivative instruments designated asfair value hedges are recognised in the income statement for theperiod, together with changes in the fair value the asset or liabilitysubject to the risk.

Changes in the fair value of derivative financial instrumentsdesignated as cash flow hedging instruments are recorded in thecaption “Other reserves” as regards their effective component andin the income statement as regards their non-effective component.Amounts recorded under “Other reserves” are transferred to theincome statement in the period in which the effect on the hedgeditem is also reflected in the income statement.

Changes in the value of derivative financial instruments hedgingnet investment in a foreign entity, as in the case of cash flowhedging instruments, are recorded in the caption Translationreserve in regard to their effective component. The non-efficientcomponent of such changes is recognised immediately in theincome statement for the period. If the hedging instrument is not aderivative, the corresponding changes resulting from variations inthe exchange rate are recorded in the caption “Translationreserve”.

Hedge accounting is discontinued when the hedging instrumentmatures, is sold or exercised, or when the hedging relationshipceases to comply with the requirements of IAS 39.

Trading instruments

Changes in the fair value of derivative financial instruments whichare contracted for financial hedging purposes in accordance withthe Group’s risk management policies, but do not comply with therequirements of IAS 39 to qualify for hedge accounting, arerecorded in the income statement for the period in which theyoccur.

Treasury shares

Treasury shares are recorded at cost, as a decrease in shareholders’equity. Gains and losses on the sale of treasury shares are recordedin the caption “Other reserves”.

Impairment of financial assets

Financial assets carried at the amortized cost are assessed forindicators of impairment at the end of each reporting period. Suchfinancial assets are considered to be impaired when there isobjective evidence that, as a result of one or more events thatoccurred after the initial recognition of the financial asset, theestimated future cash flows of the investment have been affected.

For financial assets carried at the amortized cost, the amount of theimpairment loss recognized corresponds to the difference betweenthe asset’s carrying amount and the present value of the estimatedfuture cash flows, discounted at the financial asset’s originaleffective interest rate.

For financial assets carried at cost, the amount of the impairmentloss is measures as the difference between the asset’s carryingamount and the best estimate of the fair value of the financialasset.

The impairment losses are recorded in income statement in thecaption Amortization and adjustments in the period they areidentified.

In the subsequent period, if the amount of the impairment lossdecreases and the decrease can be objectively linked to an eventoccurring after the impairment was recognized, the previouslyrecognized impairment loss is reversed through the incomestatement to the extent that the carrying amount of theinvestment, at the date the impairment is reverse, does not exceedwhat the amortized cost would have been, had the impairment notbeen recognized. The reversal of impairment losses is recorded inthe income statement in the caption Reversal of impairment losses.

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Fair value of financial instruments

The fair value of financial assets and liabilities is determined asfollows:

• The fair value of standard financial assets and liabilities tradedon active markets is determined based on their listed prices;

• The fair value of other assets and liabilities (except derivativefinancial instruments) is determined in accordance with generallyaccepted valuation models, based on discounted cash flowanalyses, considering prices on current market transactions;

• The fair value of derivative financial instruments is determinedbased on listed prices. Where listed prices are not available, fairvalue is determined based on analyses of discounted cash flow,which include assumptions not supported by prices or marketrates.

2.15. PENSION LIABILITY

The Group has assumed the commitment to provide its employeeswith retirement pension supplements under a defined benefitsplan, having constituted autonomous pension funds for thepurpose.

In order to estimate the liability for the payment of suchsupplements, periodic actuarial calculations computed inaccordance with the Projected Unit Credit Method are obtained bythe Group. Actuarial gains and losses are reflected in shareholders’equity and the costs of benefits granted are reflected in the incomestatement for the period in which they are incurred.

Past service costs are recognised immediately in the case ofbenefits under payment and, where this is not the case, on astraight line basis over the estimated average period up to the datethe rights are acquired by the employees (in the majority of caseson their retirement date if they are at the Group’s service).

The pension liability recognised as of the balance sheet datecorresponds to the present value of the liability under the definedbenefits plans, adjusted for actuarial gains and losses and/or thepast service liability not recognised, less the fair value of the netassets of the pension funds.

Contributions made by the Group to the defined benefits pensionplans are recognised as costs on the dates they are due.

2.16. SHARE BASED PAYMENTS

The benefits granted to personnel under the incentive plan toacquire shares or options over shares are recorded in accordancewith the provisions of IFRS 2 – Share based payments.

In accordance with IFRS 2 the benefits granted in the form ofshares (equity instruments) are recognised at fair value as of thedate they are granted. Fair value as of the date the benefits aregranted is recognised as cost on a straight-line basis over theperiod in which the benefits are earned by the beneficiariesthrough services rendered. Benefits granted in the form of sharesbut settled in cash are recognised as liabilities, at fair value as ofthe consolidated statement of financial position date.

2.17. CONTINGENT ASSETS AND LIABILITIES

Contingent liabilities are not recognized in the consolidatedfinancial statements but are disclosed in the notes to the financialstatements, unless the possibility of an outflow of funds affectingfuture economic benefits is remote, in which case they are notsubject to disclosure.

Contingent assets are not recognized in the consolidated financialstatements, but are disclosed in the notes to the financialstatements when a future economic benefit is probable.

2.18. INCOME AND ACCRUALS BASIS

Income from sales is recognized in the consolidated incomestatement when the risks and benefits of ownership of assets aretransferred to the purchaser and the amount of income can bereasonably quantified. Sales are recognized net of taxes, discountsand other costs incurred to realize them, by the fair value of theamount received or receivable.

For construction contracts where the outcome can be estimatedreliably, revenue and costs are recognised by reference to the stageof completion of the contract at the end of the reporting period.The stage of completion is measured based the stage of realizationof the construction work in the infrastructure. Where the outcomeof a construction contract cannot be estimated reliably, contractrevenue is recognized to the extent of contract costs incurred thatit is probable will be recovered. Contract costs are recognized asexpenses in the period in which they are incurred. When it isprobable that total contract costs will exceed total contractrevenue, the expected loss is recognised as an expenseimmediately.

Income from services rendered is recognized in the consolidatedincome statement based on the phase of completion of the servicesrendered at the consolidated statement of financial position date.

Dividends from investments are recognized as income in the periodthey are attributed.

Interest and financial income are recognized on an accruals basisin accordance with the effective interest rate.

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Costs and income are recognized in the period to which they relateindependently of when they are paid or received. Costs and incomein which the amount is not known are estimated.

Costs and income attributable to the current period, which willonly be paid or received in future periods, as well as amounts paidand received in the current period that relate to future periods andwill the attributed to each of these periods, are recorded in thecaptions “Other current assets”, “Other non- current assets”,“Other current liabilities” and “Other non-current liabilities.

2.19. INCOME TAX

Tax on income for the period is calculated based on the taxableresults of the companies included in the consolidation and takesinto consideration deferred taxation.

Current income tax is calculated based on the taxable results(which differ from the accounting results) of the companiesincluded in the consolidation, in accordance with the tax rulesapplicable to the area in which the head office of each Groupcompany is located.

Deferred taxes refer to temporary differences between theamounts of assets and liabilities for accounting purposes and thecorresponding amounts for tax purposes, as well as those resultingfrom tax benefits obtained and temporary differences between taxand accounting income.

Deferred tax assets and liabilities are calculated and periodicallyassessed using the tax rates expected to be in force when thetemporary differences reverse.

Deferred tax assets are only recognised when there is reasonableexpectation that there will be sufficient future taxable income toutilise them. The temporary differences underlying deferred taxassets are reappraised annually in order to recognise or adjust thedeferred tax assets based on the current expectation of their futurerecovery.

2.20. CRITICAL JUDGEMENTS/ESTIMATES INAPPLYING THE ACCOUNTING STANDARDS

The preparation of financial statements in conformity with therecognition and measurement principles of IFRS require the Boardof Directors to make judgements, estimates and assumptions thatcan affect the value of the assets and liabilities presented,especially deferred tax assets, intangible assets, depreciation andprovisions, the disclosure of contingent assets and liabilities as ofthe date of the financial statements, as well as of their income andcosts.

These estimates are based on the best knowledge available at thetime and on the actions planned, and are permanently revisedbased on the information available. Changes in the facts andcircumstances can result in revision of the estimates, and so theactual future results can differ from such estimates.

Significant estimates and assumptions made by the Board ofDirectors in preparing these financial statements includeassumptions used to value pension liabilities, deferred taxes, theuseful life of tangible fixed assets and impairment analyses.

2.21. SUBSEQUENT EVENTS

Events that occur after the consolidated statement of financialposition date that provide additional information on conditionsthat existed as of the consolidated statement of financial positiondate are reflected in the consolidated financial statements.

Events that occur after the consolidated statement of financialposition date that provides information on conditions that existafter the consolidated statement of financial position date, ifmaterial, are disclosed in the notes to the consolidated financialstatements.

3. CHANGES IN POLICY,ESTIMATES AND ERRORSDuring the period ended as of 31 December 2010, except for theeffects related to the adoption of IFRIC 12 (Note 2), no changeshave occurred in the accounting policies when compared to thoseconsidered in the preparation of the financial information for theyear ended in 31 December 2009, and no relevant errors wererecorded relating to previous years.

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4. COMPANIES INCLUDEDIN THE CONSOLIDATION

The companies included in the consolidation, their head offices andthe proportion of capital held in them at 31 December 2010 are asfollows:

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EFFECTIVE

COMPANY HEAD OFFICE PERCENTAGE ACTIVITY

BRISA - AUTO-ESTRADAS DE PORTUGAL, S.A.CASCAIS PARENT SUPPLY OF LOGISTIC,

("BRISA")COMPANY ADMINISTRATIVE AND FINANCIAL

SUPPORT SERVICESBRISA - SERVIÇOS VIÁRIOS, SGPS, S.A. (a)

CASCAIS 100%MANAGEMENT

("BRISA SERVIÇOS") OF INVESTMENTSCONTROLAUTO - CONTROLO TÉCNICO AUTOMÓVEL, S.A. (a)

PAÇO DE ARCOS 59,552%VEHICLE INSPECTION

("CONTROLAUTO")ITEUVE PORTUGAL, LDA. (a)

CASCAIS 59,552%VEHICLE INSPECTION

("ITEUVE")VIA VERDE PORTUGAL - GESTÃO DE SISTEMAS ELECTRÓNICOS

CASCAIS 60%MANAGEMENT OF ELECTRONIC

DE COBRANÇA, S.A. (a) E (b)("VIA VERDE PORTUGAL") TOLL SYSTEMSBRISA INTERNACIONAL, SGPS, S.A. (a)


("BRISA INTERNACIONAL") OF INVESTMENTSBRISA PARTICIPAÇÕES, SGPS, S.A. (a)


("BRISA SGPS") OF INVESTMENTSBRISA INFRAESTRUTURAS, SGPS, S.A. (a)


("BRISA INFRAESTRUTURAS") OF INVESTMENTSBRISA - CONCESSÃO RODOVIÁRIA, SGPS, S.A. (a)


("BCR SGPS") OF INVESTMENTSBRISA PARTICIPAÇÕES E EMPREENDIMENTOS, LTDA. (a) SÃO PAULO 100% MANAGEMENT("BPE") BRASIL OF INVESTMENTS

BRISA FINANCE B.V. (a) AMESTERDÃO 100% OBTAINING AND MANAGING FUNDS("BRISA FINANCE") HOLANDA

BRISA O&M, S.A. (a) CASCAIS 100%

MANAGEMENT, OPERATION AND

("BOM")MAINTENANCE OF

TRANSPORT INFRASTRUCTUREAND MOBILE ASSISTANCE

BRISA ENGENHARIA E GESTÃO, S.A. (a)CASCAIS 100%

MANAGEMENT OF("BRISA ENGENHARIA") ENGINEERING PROJECTS

BRISA INOVAÇÃO E TECNOLOGIA, S.A. (a)CASCAIS 100%

RENDERING OF SERVICES RELATED("BIT") TO NEW TECHNOLOGIES

BRISA CONCESSÃO RODOVIÁRIA, S.A. (a)CASCAIS 100%

CONSTRUCTION, MAINTENANCE AND("BCR") OPERATION OF MOTORWAYS

M. CALL, S.A. (a)PORTO SALVO 100%

RENDERING OF("MCALL") TELECOMMUNICATIONS SERVICES

BRISAL - AUTO-ESTRADAS DO LITORAL, S.A. (a)CASCAIS 70%

CONSTRUCTION, MAINTENANCE AND("BRISAL") OPERATION OF MOTORWAYS

VIA OESTE, SGPS, S.A. (a)CASCAIS 100%

MANAGEMENT("VIA OESTE") OF INVESTMENTS

TECNOHOLDING II, INVESTIMENTOS TECNOLÓGICOS, S.A. (a)LISBOA 100%

RENDERING OF SERVICES RELATED("TECNOHOLDING") TO NEW TECHNOLOGIES

AUTO-ESTRADAS DO ATLÂNTICO - CONCESSÕES RODOVIÁRIASTORRES VEDRAS 50%

CONSTRUCTION, MAINTENANCE ANDDE PORTUGAL, S.A. (c) OPERATION OF MOTORWAYS("AEA")

BRISA UNITED STATES, LLC (a) ATLANTA 100% MANAGEMENT("BUS") USA OF INVESTMENTS

BRISA NORTH AMERICA, INC (a) ATLANTA 100% MANAGEMENT("BNA") USA OF INVESTMENTS

NORTHWEST PARKWAY HOLDING, LLC (a) DENVER 100% MANAGEMENT("NWP - HOLDING") USA OF INVESTMENTS

NORTHWEST PARKWAY OPERATIONS, LLC (a) DENVER 100% OPERATION OF MOTORWAYS("NWP - OPERATIONS") USA

NORTHWEST PARKWAY, LLC (a) DENVER 100% CONSTRUCTION, MAINTENANCE AND("NWP") USA OPERATION OF MOTORWAYS

BRISA INTERNACIONAL, BV (a) AMESTERDÃO 100% MANAGEMENT("BIBV") HOLANDA OF INVESTMENTS

BRISA INTERNACIONAL INVESTIMENTS, BV (a) AMESTERDÃO 100% MANAGEMENT("BIIBV") HOLANDA OF INVESTMENTS

(a) These companies were included in the consolidation by the fullconsolidation method.

(b) During the year ended 31 December 2010, the Group sold a15% participation in the share capital of Via Verde Portugal toAscendi – Concessões de Transportes, SGPS, S.A. (“Ascendi”) for7 500 thousand Euros. This sale is a consequent of the decisionmade by Brisa to open the share capital of this company toother concession and road infrastructure operators in which thetariffs are paid by the users using electronic toll payment.

Ascendi, which is part of a corporate group holding relevantstakes in various motorway concessionaires, some of whichoperating without tolls (the so-called SCUTs), was the firstcompany to show interest in entering Via Verde shareholder'sstructure with a participation of 20%.

The guiding principles on the opening of Via Verde Portugalshare capital are as follows:

a. Via Verde stands as a reference provider of electronic tollcollection services at national level, and will continue to bean ope(c) rational company serving road concessionaires and

operators, which will be permitted to join thecompany’s share capital;

b. Via Verde’s share capital will remain exclusively private; andeach shareholder stake will be aligned with respectivecontribution to Via Verde’s operations.

(c) AEA was consolidated by the proportional method, as there is awritten agreement between Brisa and the holder of the other50% participation, to share management.

5. BUSINESS SEGMENTS

The Group is organized in accordance with following the segments:

• Main concession• Litoral Centro concession• Atlântico concession• Vehicle inspections• International operations• Motorway related services• Construction service• Other

BRISA’S CONCESSION (BCR CONCESSIONAGREEMENT)

The bases for conceding the construction, maintenance andoperation of motorways to Brisa were defined in Decree-Law467/72 of 22 November. Since then the bases of concession havebeen revised periodically, with the introduction of changes whichare reflected in the concession contract clauses.

Decree-Laws 249/97 of 24 October, 287/99 of 28 July, 314 A/2002of 26 December and 247-C/2008 of 30 December approved theconcession bases currently in force, the significant items due totheir importance and impact on Brisa’s financial situation, being:

• The total extension of conceded motorways was establishes at 1094.2 kilometres, which are totally open to traffic except foraccess to the new airport, the definitive extension of whichdepends on its location, 83 kilometres of which are not subjectto tolls.

• Termination of the concession period was set at 31 December2035 and the assets directly related to the concession, which areidentified in the financial statements as revertible tangible fixedassets, revert to the State at the end of the period.

• The Company’s minimum capital is 75 million Euros.

• In the last five years of the concession the State can, undercertain conditions that ensure financial stability, redeem thecontract.

• Monitoring of the concession is the responsibility of the Ministryof Finance on financial matters, and the Ministry responsible forthe road sector on other matters.

In 22 December 2010, as part of the corporate reorganization ofthe Brisa Group, the Brisa Concession was transferred from Brisa toBCR.

LITORAL CENTRO CONCESSION (BRISALCONCESSION AGREEMENT)

The basis for conceding to Brisal the construction, maintenanceand operation of motorway stretches and several related items,known as Litoral Centro, were defined in Decree-Law 215-B/2004of 16 September, the significant items due to their importance andimpact on Brisal’s financial situation, being:

• Brisal’s shareholders’ equity must be increased, by means ofcapital increases or supplementary capital contributions,whenever toll income does not reach the levels established in thetraffic support agreement and the annual debt service coverageratio is less than the minimum established in the concessioncontract;

• The concession period is variable, terminating when NPV incomereaches the maximum NPV established, such period, however,being subject to a minimum of 22 years and a maximum of 30years;

• 25 years after signature of the concession contract the State can,under certain conditions that ensure financial stability, redeemthe contract;


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ATLÂNTICO CONCESSION (AEA CONCESSIONAGREEMENT)

The bases of the concession to AEA of the motorway stretches andrelated roads in the west of Portugal area were defined andapproved under Decree-Law 393–A/98 of 4 December, the moresignificant items in terms of their importance and impact on AEA’sfinancial position being:

• The total extent of motorway conceded was fixed at 170kilometres which are totally open to traffic, of which 26kilometres are not subject to tolls;

• The concession ends of 21 December 2028 and the assets relateddirectly to the concession, which are reflected in the balancesheet as revertible tangible fixed assets, revert to the State at theend of the concession;

• In the last five years of the concession the State can, undercertain conditions that ensure financial stability, redeem thecontract;


INTERNATIONAL OPERATIONS

This segment, in terms of operational activity includes mainly theNorthwest Parkway concession.

On 21 November 2007, under a “Contract Lease Agreement”

entered into with Northwest Parkway Public Highway Authority,NWP started to operate, on a concession basis for a period of 99years, a motorway on an open system, with 14 km (8.7 miles),located in the State of Colorado, in the United States of America. Inaddition, the contract establishes the construction of 2.3 additionalmiles by 31 December 2018.

VEHICLE INSPECTION

This segment includes vehicle inspection services, in particular,study, management and operation of the vehicle technical controland any other activities directly related.

MOTORWAY RELATED SERVICES

This segment includes operation and maintenance services ofmotorway infrastructure, management of electronic billing, roadassistance, technological development and services related to newtechnologies and engineering projects management.

CONSTRUCTION SERVICE

In the scope of the concession agreements of the Brisa Group towhich IFRIC 12 is applicable, the construction activity is outsourcedto external specialized entities. Therefore, no margin is recognisedin the construction and expropriations carried out linked to theassets included in the concession agreements and the service andcosts associated to the construction service of those assets are ofequal amount (Note 6).

The results of each segment (after the elimination of intragrouptransactions) as of 31 December 2010 and 2009 were as follows:

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OPERATING INCOME OPERATING RESULT2009 2009

2010 RESTATED 2010 RESTATED

BRISA CONCESSION 538 733 557 361 226 057 269 278

ATLÂNTICO CONCESSION 34 433 35 197 8 843 7 555

LITORAL CENTRO CONCESSION 26 226 24 766 (99 815) (34 337)

INTERNATIONAL OPERATIONS 16 777 12 639 2 668 (2 050)

VEHICLES INSPECTIONS 27 286 26 068 7 678 7 151

MOTORWAY RELATED SERVICES 42 513 20 985 (93 336) (31 036)

CONSTRUCTION SERVICE 78 837 89 524 - -

OTHER - - (8) -

764 805 766 540 52 087 216 561

RESULTS NOT DISTRIBUTED BY SEGMENT

RESULT OF INVESTMENT ACTIVITY 857 500 103 929

RESULT OF FINANCING ACTIVITY (145 924) (151 747)

711 576 (47 818)

PROFIT BEFORE INCOME TAX 763 663 168 743

INCOME TAX (22 744) (39 619)

NON-CONTROLLING INTERESTS 37 581 20 651

NET PROFIT FOR THE YEAR 778 500 149 775

Operating revenues correspond to transactions with externalparties (outside the consolidation perimeter).

The accounting policies in the various segments are consistent withthe Group policies described in Note 2.

The assets and liabilities of the segments and the respectivereconciliation with the consolidated total assets are as follows:

In order to monitor the performance of each segment and theallocation of resources between them:

• All assets are allocated to reportable segments excludinginvestments in associates and other financial assets;

• Goodwill is allocated to the respective segments;

• All liabilities are allocated to reportable segments.

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2009ASSETS 2010 RESTATED

BRISA CONCESSION 3 952 081 3 409 975

ATLÂNTICO CONCESSION 345 989 361 445

LITORAL CENTRO CONCESSION 487 043 611 202

INTERNATIONAL OPERATIONS 1 170 114 542 925

VEHICLES INSPECTIONS 52 245 54 049

MOTORWAY RELATED SERVICES 51 332 36 452

OTHER 141 191

TOTAL ASSETS OF SEGMENTS 6 058 945 5 016 239

NON ALLOCATED ASSETS 26 646 297 158

CONSOLIDATED ASSETS 6 085 591 5 313 397

2009LIABILITIES 2010 RESTATED

BRISA CONCESSION 3 073 609 2 902 988

ATLÂNTICO CONCESSION 194 960 206 023

LITORAL CENTRO CONCESSION 521 006 532 761

INTERNATIONAL OPERATIONS 316 940 270 102

VEHICLES INSPECTIONS 28 969 34 002

MOTORWAY RELATED SERVICES 56 931 29 389

TOTAL LIABILITIES 4 192 415 3 975 265

Changes in non-current assets, and depreciation and amortizationof each of the segments are as follows:

The depreciation and amortization for the year end 31 December2010 and 2009 above, attributable to the Litoral Centro concessioninclude impairment losses of 97 352 thousand Euros and 28 571thousand Euros, respectively (Note 13).

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AMORTISATION AND ADJUSTMENTS NON-CURRENT ASSET CHANGES2010 2009 2010 2009

BRISA CONCESSION 140 499 136 983 (79 548) (92 167)

ATLÂNTICO CONCESSION 17 302 17 618 (9 352) (10 065)

LITORAL CENTRO CONCESSION 122 707 54 864 (121 146) (50 664)

DOURO LITORAL CONCESSION - - - (276 818)

INTERNATIONAL OPERATIONS 4 985 5 084 29 676 (10 400)

VEHICLES INSPECTIONS 2 301 2 251 (1 154) (1 480)

MOTORWAY RELATED SERVICES 6 313 4 925 4 608 1 320

294 107 221 725 (176 916) (440 274)

6. OPERATING INCOME

Services rendered in the years ended 31 December 2010 and 2009are made up as follows:

(a) The consortium responsible for operating the “RodoviaPresidente Dutra” motorway which connects São Paulo to Riode Janeiro, Brazil.

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2010 2009

SERVICES RENDERED:

TOLLS 573 533 590 266

VEHICLE INSPECTION 27 198 25 973

SERVICE AREAS 12 716 11 473

MANAGEMENT OF ENGINEERING PROJECTS 11 498 6 417

ELECTRONIC COLLECTIONS 6 558 5 440

MOBILE ASSISTANCE AND REPAIR 87 1 240

MANAGEMENT OF ELECTRONIC EQUIPMENT 2 109 2 292

OTHER SERVICES RENDERED 12 832 1 700

646 531 644 801

OTHER OPERATING INCOME:

SALES 6 323 3 516

RESULT OF THE COPER PROJECT (a) 8 950 6 027

INDEMNITIES RECEIVED ON WORKS 2 621 3 553

RENT OF EQUIPMENT 1 023 578

COMPENSATION FOR OPERATING LOSSES (NOTE 30) 1 572 1 572

OTHERS 6 682 16 843

27 171 32 089

REVERSAL OF AMORTISATION AND ADJUSTMENTS (NOTE 27 AND 28) 12 266 126

REVENUE ASSOCIATED TO CONSTRUCTION SERVICE (NOTE 5) 78 837 89 524

764 805 766 540

7. OPERATING LEASES

Costs of 2 065 thousand Euros and 1 766 thousand Euros relatedto lease instalments under operating lease contracts wererecognised in the years ended 31 December 2010 and 2009,respectively.

The lease instalments not yet due on operating lease contracts inforce on 31 December 2010 and 2009 are due as follows:

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YEAR 2010 2009

2010 - 1 483

2011 1 797 1 047

2012 1 284 612

2013 839 194

2014 313 -

4 233 3 336

8. NET FINANCIALEXPENSES

Financial expenses for the years ended 31 December 2010 and2009 are made up as follows:

Financial income for the years ended 31 December 2010 and 2009is made up as follows:

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2010 2009

INTEREST EXPENSE (133 501) (141 730)

EXCHANGE LOSS (567) (148)

LOSS ON THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS:

INTEREST RATE INSTRUMENTS (4 458) (4 381)

OTHER FINANCIAL EXPENSES (16 560) (15 342)

(155 086) (161 601)

2010 2009

INTEREST INCOME 8 340 3 148

EXCHANGE GAIN 171 126

GAIN ON THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS:

INTEREST RATE INSTRUMENTS - 5 945

OTHER FINANCIAL INCOME 651 635

9 162 9 854

Investment income for years ended 31 December 2010 and 2009 ismade up as follows:

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2010 2009

GAIN ON GROUP AND ASSOCIATED COMPANIES:

CCR - COMPANHIA DE CONCESSÕES RODOVIÁRIAS ("CCR") (a) 16 694 105 213

SICIT - SOCIEDADE INVESTIMENTO E CONSULTORIA EM INFRA-ESTRUTURAS DE TRANSPORTES, S.A. ("SICIT") 216 97

CONTROLAUTO AÇORES, LDA. ("CONTROLAUTO AÇORES") 153 43

GEIRA, S.A. ("GEIRA") 32 73

STREET PARK - GESTÃO DE ESTACIONAMENTOS - ACE ("STREET PARK") - 7

TRANSPORT INFRASTRUCTURE S. À R.L. ("TRANSPORT") 135 32

MOVENIENCE, B.V. ("MOVENIENCE") 65 -

MOBILITY, B.V. ("MOBILITY") 92 -

COR - COMPANHIA OPERADORA DE RODOVIAS ("COR") (a) 44 -

17 431 105 465

INCOME ON EQUITY INVESTMENTS:

ABERTIS - 88

EFACEC 232 382

232 470

LOSS ON GROUP AND ASSOCIATED COMPANIES:

ASTERION A.C.E. ("ASTERION") (143) (324)

TRANSPORT INFRASTRUCTURE INVESTMENT COMPANY SCA ("SICAR") (666) (543)

TRANSPORT INFRASTRUCTURE INVESTMENT S. À R.L. ("TIIC") (2) -

MOVENIENCE, B.V. ("MOVENIENCE") - (169)

KTS GMBH, ("KTS") - (17)

FEEDBACK HIGHWAYS OMT PVT LTD ("FH") (181) -

AEDL - AUTO-ESTRADAS DO DOURO LITORAL, S.A. ("AEDL") (549) (19)

AEBT - AUTO-ESTRADAS DO BAIXO TEJO, S.A. ("AEBT") (4 283) (3 023)

COR - COMPANHIA OPERADORA DE RODOVIAS ("COR") (a) - (70)

(5 824) (4 165)

OTHER RESULTS OF INVESTMENTS:

GAIN ON THE SALE OF ABERTIS - 2 066

LOSS ON THE SALE OF KTS - (225)

GAIN ON THE SALE OF CCR (a) 845 487 -

OTHERS 174 318

845 661 2 159

857 500 103 929

(a) As disclosed to the market, in 23 June 2010, Brisa enter into anagreement to sell 6.0% of the share capital of CCR to theremaining controlling shareholders. Furthermore, a financialinstitution was given a mandate to sell, through privateplacement, the remaining batch of ordinary shares of CCRowned by Brisa, corresponding to 10.35% of the share capitalof CCR. Consequently, the equity method in the valuation of theinvestment in CCR was discontinued after 31 May 2010, andthat investment was classified as a non current asset held forsale (Note 14).

The sale was performed prior to 31 December 2010 and theGroup received a total amount of 1 137 thousand Euros net oftransaction costs.

Furthermore, during the second semester of 2010, the Groupreceived 34 862 thousand Euros (Note 16) of dividends fromCCR.

The gain recognized in the sale of CCR and associatedcompanies amounted to 845 487 thousand Euros and includes12 000 thousand related to currency effects previouslyrecognized in Translation reserve.

9. INCOME TAX

Brisa and its subsidiary companies with head offices in Portugal aresubject to Corporate Income Tax at the normal rate of 25%, whichcan be increased by a municipal surcharge of up to a maximumrate of 1.5% of taxable income, resulting in a total tax rate of26.5%. Additionally, from January 1 January 2010, taxable incomeexceeding 2 000 thousand Euros are subject to state surcharge of2.5%.

From 1 January 2009, the Company is being taxed in CorporateIncome Tax under the special regime for the taxation of group ofcompanies (“SRTGC”) together with the Group companies BrisaEngenharia e Gestão, S.A., Brisa Serviços Viários, SGPS, S.A., BrisaO&M, S.A., Brisa Inovação e Tecnologia, S.A., Brisa – ConcessãoRodoviária, S.A., Brisa Internacional, SGPS, S.A., Via Oeste, SGPS,S.A., Brisa – Concessão Rodoviária, SGPS, S.A., BrisaInfraestruturas, SGPS, S.A. e Brisa Participações, SGPS, S.A.

This regime consists of the sum of the taxable results of all thecompanies included in the tax perimeter, less the dividendsdistributed, to which the applicable Corporate Income Tax rate plusmunicipal surcharge is applied.

In accordance with current legislation, tax returns are subject toreview and correction by the tax authorities during a period of fouryears (five years for Social Security), except where there are taxlosses, tax benefits have been granted or inspections, claims orappeals are in progress, in which case, depending on thecircumstances, the period can be extended or suspended. Thereforetax returns for the years 2007 to 2010 are subject to review andcorrection.

The Board of Directors believes that any possible correctionsresulting from revisions/inspections of these tax returns will nothave a significant effect on the consolidated financial statementsas of 31 December 2010.

In the regular inspections carried out by the Tax Authorities havebeen requested corrections to the income tax base and tax, inparticular as regards the activity carried out under the concessioncontract. The Board of Directors, based on technical advice fromexternal consultants, believes that, overall, the corrections areunfounded. In this context, the Board of Directors has used thevarious procedural and legal instruments at its disposal to defendtheir positions, continuing to believe in the goodness of theirarguments and a favourable outcome of all existing disputes withthe Tax Authorities.

In the year ended at 31 December 2010 Brisa received the reportfrom a Tax Inspection for the year 2007, where the said Authorityconcludes as to the inadequacy of the legal and tax frameworkapplied to the securitization of future receivables in the amount of400 000 thousand Euros, carried out in 19 December 2007, andconsiders that it does not comply with the legislation for thesecuritization of credits established in Decree-law 453/99, of 5November, as amended by Decree-Law 82/02 of 5 April, andconsequently with the tax law provided in Decree-Law 219/2001,of 4 August, both altered by Decree-law 303/2003 of 5 December.

In view of the above, the Tax Authority considers that:

• The amount of 400 000 thousand Euros received by Brisapursuant to the said operation was unduly added to the taxableincome of 2007;

• Income corresponding to the services giving rise to the assignedfuture receivables are to be recognized, in tax and accountingterms, in the tax periods in which they are generated;

• An approximate amount of 100 000 thousand Euros relating tothe tax benefit under decree-law 287/99 likely to be used in theyear, was unduly deducted to the taxable income of 2007.

The Board of Directors of Brisa, based on the opinion of its legaland accounting experts and consultants, deems that therecognition of the said operation is adequately based from thelegal point of view, and therefore in accounting and tax terms aswell. As result, The Board of Directors of Brisa considers that thecorrections proposed in the Tax Inspection Report are unjustified,as described in the administrative claim presented to the taxauthority. Brisa will use all defence instruments which it hasavailable as tax payer, to validate the treatment it has given to thisoperation in all perspectives. In view of the above, as of 31December 2010, no provision is recorded in connection with thismatter.

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Tax losses generated up to the year ended 31 December 2009 canbe carried forward during a period of six years after they areincurred, for deduction from taxable profits generated in thatperiod. Tax losses generated from 1 January 2010 onwards may becarried forward during a period of four years.

Income tax recognised in the years ended 31 December 2010 and2009 is made up as follows:

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20092010 RESTATED

CURRENT TAX 9 384 4 817

DEFERRED TAX (NOTE 17) 13 206 34 592

INCOME TAX FROM PREVIOUS YEARS 154 210

22 744 39 619

The reconciliation between profit before income tax and incometax for the year is as follows:

129


2009

2010 RESTATED

PROFIT BEFORE INCOME TAX 763 663 79 219

POSITIVE EQUITY CHANGES - 4 546

NEGATIVE EQUITY CHANGES - (2 163)

NON TAXABLE INCOME:

REALISED GAIN ON OTHER ASSETS (884 708) -

VALUATION OF FINANCIAL INSTRUMENTS - (26 587)

INCOME FROM EQUITY INVESTMENTS - (470)

REVERSAL AND UTILISATION OF PROVISIONS (32 687) (251)

REVERSAL OF IMPAIRMENT LOSSES (155) -

EQUITY METHOD (NOTE 8) (17 431) (105 465)

DIVIDENDS (232) -

DIFFERENCE BETWEEN FINANCIAL AND TAX AMORTISATION AND DEPRECIATION - (34 613)

SECURITISATION OF FUTURE RECEIVABLES (80 000) (80 000)

OTHERS (3 514) (5 856)

(1 018 727) (253 242)

NON TAX DEDUCTIBLE COSTS:

DIFFERENCE BETWEEN FINANCIAL AND TAX AMORTISATION AND DEPRECIATION 105 937 9 337

INCREASE IN PROVISIONS 140 747 48 907

INCREASE IN IMPAIRMENT LOSSES 2 630 28 475

VALUATION OF FINANCIAL INSTRUMENTS - 52

EQUITY METHOD (NOTE 8) 5 824 4 165

GAINS AND LOSSES - 94

OTHERS 3 322 5 914

258 460 96 944

INCOME TO ADD FOR TAX PURPOSES:

DIVIDENDS 1 581 -

DIFFERENCES BETWEEN INDIVIDUAL AND CONSOLIDATED INCOME 66 230 -

67 811 -

TAXABLE INCOME 71 207 (74 695)

RATE OF INCOME TAX IN PORTUGAL 25% 25%

CALCULATED INCOME TAX 17 802 3 707

TAX REDUCTION (12,5%) (2) -

EFFECT OF DIFFERENT RATES OF INCOME TAX (5 762) (4 790)

AUTONOMOUS TAXATION 465 427

UTILISATION OF TAX LOSSES (23 374) (21 414)

INCREASE IN TAX LOSSES CARRIED FORWARD 15 389 25 470

MUNICIPAL SUCHARGE 1 968 1 417

STATE SURCHARGE 2 898 -

CURRENT INCOME TAX FROM PREVIOUS YEARS 154 210

EFFECT OF INCREASE/DECREASE IN DEFERRED TAX 13 206 34 592

INCOME TAX 22 744 39 619

10. EARNINGS PERSHARE

Basic and diluted earnings per share for the years ended 31December 2010 and 2009 were determined based on the followingamounts:

11. DIVIDENDS

In the year ended 31 December 2010 dividends of 0.31 Euros pershare (0.31 Euros per share in 2009) were paid out of net profit forthe year ended 31 December 2009 as decided by the Shareholders’General Meeting held on 26 March 2009.

The Board of Directors proposes a dividend for the year ended 31December 2010 of 0.31 Euros per share, subject to approval by theShareholders’ General Meeting to be held on 15 April 2011, whichshall be paid in April 2011.

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20092010 RESTATED

BASIC EARNINGS PER SHARE

EARNINGS USED TO CALCULATE BASIC EARNINGS PER SHARE (NET PROFIT FOR THE YEAR) 778 500 149 775

AVERAGE NUMBER OF SHARES USED TO CALCULATE BASIC EARNINGS PER SHARE 576 516 837 576 516 837

BASIC EARNINGS PER SHARE 1.35 0.26

DILUTED EARNINGS PER SHARE

EARNINGS USED TO CALCULATE BASIC EARNINGS PER SHARE (NET PROFIT FOR THE YEAR) 778 500 149 775

AVERAGE NUMBER OF SHARES USED TO CALCULATE THE DILUTED EARNINGS PER SHARE 576 516 837 576 516 837

DILUTED EARNINGS PER SHARE 1.35 0.26

12. TANGIBLE FIXEDASSETS

The changes in the tangible fixed assets and correspondingaccumulated depreciation and impairment losses in the yearsended 31 December 2010 and 2009 are as follows:

In the year ended at 31 December 2010, the caption Machinery andequipment includes the net amount of 47 617 thousand Eurosrelating to assets directly associated to the concession activity,which will therefore revert to the State at the end of the concessionperiod, without compensation.

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2010LAND AND BUILDINGS TANGIBLENATURAL AND OTHER MACHINERY AND TRANSPORT ADMINISTRATIVE TOOLS AND FIXED ASSETS

RESOURCES CONSTRUCTIONS EQUIPMENT EQUIPMENT EQUIPMENT UTENSILS IN PROGRESS TOTAL

GROSS ASSETS:

BEGINNING BALANCE 12 344 33 045 159 970 4 199 30 794 314 6 263 246 929

EFFECT OF CURRENCY TRANSLATION - 2 54 11 39 - - 106

ADDITIONS 1 157 503 11 848 1 701 1 281 10 3 276 19 776

DISPOSALS - (675) (37) (1 199) (47) - - (1 958)

WRITE-OFFS - (113) (5 838) (22) (2 286) (78) (78) (8 415)

TRANSFERS 392 - 5 902 - (3) 3 (5 713) 581

ENDING BALANCE 13 893 32 762 171 899 4 690 29 778 249 3 748 257 019

ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES:

BEGINNING BALANCE - 13 510 103 134 2 069 26 883 283 - 145 879

EFFECT OF CURRENCY TRANSLATION - 1 6 8 30 - - 45

INCREASES - 1 444 21 024 772 1 609 12 1 731 26 592

DECREASES - (691) (37) (641) (248) - - (1 617)

WRITE-OFFS - (109) (5 739) (22) (1 987) (78) - (7 935)

TRANSFERS - - 438 - (3) 3 - 438

ENDING BALANCE - 14 155 118 826 2 186 26 284 220 1 731 163 402

NET 13 893 18 607 53 073 2 504 3 494 29 2 017 93 617

2009LAND AND BUILDINGS TANGIBLENATURAL AND OTHER MACHINERY AND TRANSPORT ADMINISTRATIVE TOOLS AND FIXED ASSETS

RESOURCES CONSTRUCTIONS EQUIPMENT EQUIPMENT EQUIPMENT UTENSILS IN PROGRESS TOTAL

GROSS ASSETS:

BEGINNING BALANCE 12 344 32 392 24 179 4 823 29 261 308 2 892 106 199

EFFECT OF RESTATEMENT (NOTE 2) - - 127 833 - - - 10 216 138 049

RESTATED BEGGINING BALANCE 12 344 32 392 152 012 4 823 29 261 308 13 108 244 248

EFFECT OF CURRENCY TRANSLATION - (1) (34) 17 53 - - 35

ADDITIONS - 654 2 996 631 1 553 7 3 241 9 082

DISPOSALS - - (860) (1 072) (1) - - (1 933)

WRITE-OFFS - - (2 378) (200) (87) (1) (1 936) (4 602)

TRANSFERS - - 8 233 - 15 - (8 150) 98

ENDING BALANCE 12 344 33 045 159 969 4 199 30 794 314 6 263 246 928

ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES:

BEGINNING BALANCE - 11 671 16 385 2 319 25 061 272 - 55 708

EFFECT OF RESTATEMENT (NOTE 2) - - 66 232 - - - - 66 232

RESTATED BEGGINING BALANCE - 11 671 82 617 2 319 25 061 272 - 121 940

EFFECT OF CURRENCY TRANSLATION - - (7) 10 45 - - 48

INCREASES - 1 839 21 900 714 1 860 12 - 26 325

DECREASES - - (385) (819) (1) - - (1 205)

WRITE-OFFS - - (997) (155) (82) (1) - (1 235)

TRANSFERS - - 6 - - - - 6

ENDING BALANCE - 13 510 103 134 2 069 26 883 283 - 145 879

NET 12 344 19 535 56 835 2 130 3 911 31 6 263 101 049

The gross amount of intangible assets at 31 December 2010includes essentially contractual rights and software and resultsfrom the:

(i) Contractual right for Brisa Concession (Note 5), asconsideration for the road construction services associated tothis concession, in the amount of 4 033 328 thousand Euros, ofwhich 237 168 thousand Euros, relate to the capitalization offinancial expenses.

(ii) Contractual right for Litoral Centro Concession (Note 5), asconsideration for the road construction services associated tothis concession, in the amount of 585 893 thousand Euros, ofwhich 37 757 thousand Euros, relate to the capitalization offinancial expenses.

(iii) Contractual right for Atlântico Concession (Note 5), asconsideration for the road construction services associated tothis concession, in the amount of 265 996 thousand Euros, ofwhich 10 410 thousand Euros relate to the capitalization offinancial expenses.

(iv) Amount paid to the Northwest Parkway Public HighwayAuthority for the concession of NWP motorway – 454 886thousand USD (340 433 thousand Euros);

(v) Payment by Brisa to the State (the conceding entity) for theright to charge tolls on the CREL motorway as from 1 January2003, under the terms of Decree-Law 314 A/2002 of 26December, less the amount received earlier when the tolls wereabolished, which at 31 December 2002 had not yet beenrecognised as income – 236 318 thousand Euros;

13. INTANGIBLE ASSETS

The changes in intangible assets and corresponding accumulatedamortisation and impairment losses in the years ended 31December 2010 and 2009 are as follows:

132


2010

INDUSTRIAL PROPERTY INTANGIBLE FIXED

AND CONTRATUAL RIGHTS SOFTWARE ASSETS IN PROGRESS TOTAL

GROSS ASSETS:

BEGINNING BALANCE 5 825 496 10 547 97 379 5 933 422

EFFECT OF CURRENCY TRANSLATION 30 748 - - 30 748

ADDITIONS 9 282 1 581 73 756 84 619

DISPOSALS (25 901) - - (25 901)

WRITE-OFFS (534) (40) (46) (620)

TRANSFERS 114 596 351 (115 528) (581)

CAPITALISED FINANCIAL EXPENSES - - 3 614 3 614

ENDING BALANCE 5 953 687 12 439 59 175 6 025 301

ACCUMULATED AMORTIZATION AND IMPAIRMENT LOSSES

BEGINNING BALANCE 1 517 089 6 136 - 1 523 225


INCREASES 262 583 815 - 263 398

DECREASES (11 458) - - (11 458)

WRITE-OFFS - (16) - (16)

TRANSFERS (439) 1 - (438)

ENDING BALANCE 1 769 571 6 936 - 1 776 507

NET 4 184 116 5 503 59 175 4 248 794

(vi) Amount paid under the Global Agreement entered intobetween the Company and the State, corresponding tochanges in the Bases of the Concession (Decree-Law 247-C/2008 of 30 December) – 158 100 thousand Euros;

(vii) Amount resulting from allocation of the acquisition cost of theparticipation in AEA, in accordance with IFRS 3, to the fair valueof the net assets acquired, corresponding to the part attributed toAEA’s concession contract (in addition to the fair value of theremaining net assets recognised) - 152 636 thousand Euros.

(viii) Costs incurred by Brisa to renegotiate the concession contractin 1991, which resulted in extending the initial concessionperiod – 101 750 thousand Euros;

(ix) Amount paid by Brisal to the State for the concession rightsto the Litoral Centro motorway – 46 745 thousand Euros.

133


2009INDUSTRIAL PROPERTY INTANGIBLE FIXED

AND CONTRATUAL RIGHTS SOFTWARE ASSETS IN PROGRESS TOTAL

GROSS ASSETS:

BEGINNING BALANCE 1 120 099 8 538 211 480 1 340 117

EFFECT OF RESTATEMENT (NOTE 2) 4 642 892 - 135 218 4 778 110

RESTATED BEGGINING BALANCE 5 762 991 8 538 346 698 6 118 227

CHANGES IN CONSOLIDATION PERIMETER - - (276 818) (276 818)

EFFECT OF CURRENCY TRANSLATION (7 157) - - (7 157)

ADDITIONS 28 583 845 67 542 96 970

ALIENAÇÕES - - - -

WRITE-OFFS (105) - (58) (163)

TRANSFERS 41 184 1 164 (42 446) (98)

CAPITALISED FINANCIAL EXPENSES - - 2 461 2 461

ENDING BALANCE 5 825 496 10 547 97 379 5 933 422

ACCUMULATED AMORTIZATION AND IMPAIRMENT LOSSES:

BEGINNING BALANCE 115 968 3 224 - 119 192

EFFECT OF RESTATEMENT (NOTE 2) 1 209 653 - - 1 209 653

RESTATED BEGGINING BALANCE 1 325 621 3 224 - 1 328 845

VARIAÇÕES DO PERÍMETRO DE CONSOLIDAÇÃO - - - -


INCREASES 190 300 2 947 - 193 247

DECREASES (665) - - (665)

ABATES - - - -

TRANSFERS 29 (35) - (6)

ENDING BALANCE 1 517 089 6 136 - 1 523 225

NET 4 308 407 4 411 97 379 4 410 197

The concession rights included in intangible assets obtained inconsideration for construction services are made up as follows:

134


2010BRISA LITORAL CENTRO ATLÂNTICO

CONCESSION CONCESSION CONCESSION TOTAL

CONSTRUCTION COSTS

BEGGINING BALANCE 3 960 898 584 004 259 026 4 803 928

INCREASES 73 057 1 889 7 504 82 450

DECREASES (46) - (534) (580)

TRANSFERS (581) - - (581)

ENDING BALANCE 4 033 328 585 893 265 996 4 885 217

2009BRISA LITORAL CENTRO ATLÂNTICO DOURO LITORAL (a)

CONCESSION CONCESSION CONCESSION CONCESSION TOTAL

CONSTRUCTION COSTS

RESTATED BEGGINING BALANCE 3 880 505 580 677 251 154 65 774 4 778 110

CHANGES IN CONSOLIDATION PERIMETER - - - (65 774) (65 774)

INCREASES 80 681 3 327 7 977 - 91 985

DECREASES (24) - (105) - (129)

TRANSFERS (264) - - - (264)

ENDING BALANCE 3 960 898 584 004 259 026 - 4 803 928

The above mentioned concession rights include capital financialcosts as follows:

(a) AEDL was excluded from the Group’s consolidation perimeter at31 December 2009 (Note 5).

The increases in accumulated depreciation and impairment lossesfor the years ended 31 December 2010 and 2009 includeimpairment losses in the amount of 97 352 thousand Euros and 28571 thousand Euros, respectively, related to Litoral CentroConcession (Note 5).

In accordance with the clauses of the Litoral Centro concessionagreement, Brisal is finalizing the compensation request to bepresent to the Grantor of the concession.

135


2010BRISA LITORAL CENTRO ATLÂNTICO

CONCESSION CONCESSION CONCESSION TOTALFINANCIAL EXPENSES

BEGGINING BALANCE 233 565 37 757 10 410 281 732

INCREASES 3 614 - - 3 614

DECREASES (11) - - (11)

ENDING BALANCE 237 168 37 757 10 410 285 335

2009BRISA LITORAL CENTRO ATLÂNTICO DOURO LITORAL (a) TOTAL

CONCESSION CONCESSION CONCESSION CONCESSION

FINANCIAL EXPENSES

RESTATED BEGGINING BALANCE 231 105 37 757 10 410 519 279 791

CHANGES IN CONSOLIDATION PERIMETER - - - (519) (519)

INCREASES 2 460 - - - 2 460

ENDING BALANCE 233 565 37 757 10 410 - 281 732

14. INVESTMENTS INASSOCIATES

At 31 December 2010 the following associated companies wererecorded in accordance with the equity method:

136


EFFECTIVEPERCENTAGE

COMPANY HEAD OFFICE PARTICIPATION ACTIVITY

CONTROLAUTO AÇORES, LDA. PRAIA DA VITÓRIA 23.82% TECHNICAL VEHICLE CONTROL

STREET PARK - GESTÃO DE ESTACIONAMENTOS, ACE TORRES VEDRAS 33.33% PARKING AREA MANAGEMENT

MOVENIENCE, B.V. BORSSELE 30.00% OPERATION OF ELECTRONIC

HOLANDA COLLECTION SYSTEMS

MANAGEMENT, OPERATION AND

GEIRA, S.A. PORTUGAL 50.00% MAINTENANCE OF TRANSPORT

INFRASTRUCTURE

SICIT - SOCIEDADE INVESTIMENTO E CONSULTORIA PORTUGAL 35.00% INVESTMENTS CONSULTING

EM INFRA-ESTRUTURASDE TRANSPORTES, S.A.

TRANSPORT INFRASTRUCTURE INVESTMENT COMPANY SCA LUXEMBURGO 35.58%MANAGEMENT OF PARTICIPATION ON

TRANSPORT INFRASTRUCTURE FUNDS

TRANSPORT INFRASTRUCTURE, S. À R.L. LUXEMBURGO 35.00% MANAGEMENT OF INVESTMENTS

TIICC, S. À R.L. ("TIICC") LUXEMBURGO 35.00% MANAGEMENT OF INVESTMENTS

ASTERION, A.C.E. PORTUGAL 23.63%CONCEPTION, CONSTRUCTION AND

OPERATION OF LISBON NEW AIRPORT

AEBT - AUTO-ESTRADAS DO BAIXO TEJO, S.A. ("AEBT")PORTUGAL 30.00% CONSTRUCTION, MAINTENANCE AND

OPERATION OF MOTORWAYS

AEDL - AUTO-ESTRADAS DO DOURO LITORAL, S.A. ("AEDL") PORTUGAL 45.00%CONSTRUCTION, MAINTENANCE AND

OPERATION OF MOTORWAYS

MOBILITY, B.V.BREDA 50.00% OPERATION OF ELECTRONIC

HOLANDA COLLECTION SYSTEMS

FEEDBACK HIGHWAYS OMT PVT LTD INDIA 50.00% OPERATION OF TRANSPORT

("FEEDBACK HIGHWAYS") INFRASTRUCTURE

The changes in the investments in associated companies in theyears ended 31 December 2010 and 2009 are as follows:

Investments in associated companies at 31 December 2010 and2009 are as follows:

137


2010 2009

BEGINNING BALANCES 297 158 163 502

CHANGES IN CONSOLIDATION PERIMETER - 22

DISPOSALS - (2 517)

ADDITIONS 8 287 18 110

DECREASES (10) -

TRANSFERS (NOTE 16) (325 905) -

OTHER TRANSFERS (350) -

EXCHANGE DIFFERENCE 38 169 46 291

DIVIDENDS (7 502) (43 635)

EFFECT OF APPLICATION OF THE EQUITY METHOD:

EFFECT ON RESULTS (NOTE 8) 11 607 101 300

EFFECT ON SHAREHOLDERS' EQUITY (14 169) (19 107)

PROVISIONS (NOTE 28) 19 361 33 192

ENDING BALANCE 26 646 297 158

2010 2009

CCR - 277 613

SICAR 20 891 16 806

MOVENIENCE, B.V. 415 890

MOBILITY, B.V. 292 -

CONTROLAUTO AÇORES 364 246

SICIT 322 124

GEIRA 154 122

ASTERION 5 135

STREET PARK 82 82

TIICC 1 3

FEEDBACK HIGHWAYS 489 -

AEDL 3 631 1 137

26 646 297 158

On 7 December 2010, the general terms of the option contracts tobe established between Brisa and the remaining shareholders ofthe AEDL concession (Teixeira Duarte – Engenharia e Construções,Alves Ribeiro, Construtora do Tâmega e Zagope – Construções eEngenharia) were approved. Under each of these agreements, Brisahas the option to purchase and each of the shareholders has the

option to sell to Brisa almost all of the shares they hold in the sharecapital of AEDL. These options (purchase and sell) can be exercisedbetween 1 August 2011 and the provisory reception date of thefinal constructed stretch. The eventual exercise of the options andtransmission of the shares are conditioned to the pre-approval ofthe Grantor, the Financing Entities and the Competition Authority

15. OTHER INVESTMENTS

This caption includes essentially investments in entities over whichthe Group does not have significant influence, which are stated atcost less estimated impairment losses.

At 31 December 2010 and 2009 this caption included investmentsin the following entities:

(a) With the decision to sell the investment in CCR, the Group hasalso initiated, in the year ended 31 December 2010, stepstowards the sale of the investment in Controlar, which has beenclassified as a noncurrent asset available-for-sale (Note 16).

138


2010 2009

EFACEC - SMA 1 991 1 991

FARNCOMBE 202 202

AELO - AUTO-ESTRADAS DO LITORAL OESTE, S.A. ("AELO") 2 010 544

CONTROLAR (a) - 12 591

PRIVATE DEBT SECURITIES 6 000 9 000

F-HITEC 39 -

ELOS - LIGAÇÕES DE ALTA VELOCIDADE, S.A. ("ELOS") 106 -

OTHER INVESTMENTS 13 50

10 361 24 378

16. NON-CURRENTASSETS HELD FOR SALE

The changes in fair value of the non-current assets held for sale inthe years ended 31 December 2010 and 2009 were as follows:

Non-current assets held for sale at 31 December 2010 and 2009are made up as follows:

139


2010 2009

BEGGINING BALANCE 5 5

TRANSFERRED FROM:

INVESTMENTS IN ASSOCIATES (NOTE 14) 325 905 -

OTHER INVESTMENTS (NOTE 15) 14 322 -

CURRENCY TRANSLATION EFFECT (3 620) -

DIVIDENDS (NOTE 8) (34 862) -

SALE (NOTE 8) (287 580) -

14 170 5

COMPANY 2010 2009

CONTROLAR, S.A. ("CONTROLAR") 14 170 -

AEDL - 5

14 170 5

17. DEFERRED TAXES

Deferred tax assets and liabilities at 31 December 2010 and 2009,by underlying timing difference, are as follows:

(a) Deferred tax liabilities recorded under this caption refer to thetiming difference between the amortization of the concessionright recorded in NWP accounting, which is amortized over theconcession period (99 years), and the amortization valueconsidered for tax purposes, where the concession right isamortized over a lower period.

(b) In the year ended 31 December 2007 the Company recordeddeferred tax assets amounting to 106 000 thousand Eurosresulting from the operation of credit securitisation of futurereceivables operation performed in December 2007 (Note 29).As a result of this operation, and in accordance with Decree-Law 219/2001 of 4 August, 400 000 thousand Euros was addedto Brisa’s profit for 2007 subject to corporate Income Tax. Up tothe maturity of the operation, the abovementioned deferred taxasset will be gradually reversed as in each of the five years thenet taxable profit will be deducted by 80 000 thousand Euros ofrevenue that correspond to the securitized credits (Note 9).

140


DEFERRED TAX ASSETS DEFERRED TAX LIABILITIES2009 2009

2010 RESTATED 2010 RESTATED

NON DEDUCTIBLE PROVISIONS 4 535 5 853 - -

PROVISIONS FOR THE REINSTATEMENT OF INFRASTRUCTURES 40 594 34 662 917 1 057

PENSION BENEFITS 971 1 132 442 182

DIFFERENCES BETWEEN THE TAX BASE AND BOOK VALUE:

ON INTANGIBLE ASSETS (a) 1 077 1 230 24 050 15 482

ON TANGIBLE ASSETS - - 93 53

GOODWILL - - - 359

ON OTHER ASSETS 1 584 1 241 - -

ON OTHER LIABILITIES - - 45 51

DIFFERENCES BETWEEN INDIVIDUAL AND CONSOLIDATED INCOME 19 207 - - -

REVALUATION OF TANGIBLE ASSETS - - 1 1

TAX LOSSES CARRIED FORWARD 50 300 60 701 - -

SECURITISATION OF FUTURE RECEIVABLES (b) 46 400 63 600 - -

DERIVATIVE FINANCIAL INSTRUMENTS 13 765 7 194 156 -

178 433 175 613 25 704 17 185

The changes in deferred tax assets and liabilities in the years ended31 December 2010 and 2009 are as follows:

141


20092010 RESTATED

BEGINNING BALANCE 158 428 177 649

EFFECT OF RESTATEMENT (NOTE 2) - 31 865

RESTATED BEGGINING BALANCE 158 428 209 514

EFFECT ON RESULTS:

(UTILISATION)/INCREASE IN TAX LOSSES CARRIED FORWARD (12 551) (8 632)

DIFFERENCES BETWEEN TAXABLE INCOME AND BOOK VALUE ON:

INTANGIBLE ASSETS (7 674) (6 878)

REVERTIBLE TANGIBLE FIXED ASSETS (35) 22

GOODWILL 386 (325)

OTHER ASSETS 261 1 056

OTHER LIABILITIES 6 (10)

SECURITISATION OF FUTURE RECEIVABLES (17 200) (21 200)

CHANGES IN NON TAX DEDUCTIBLE PROVISIONS (1 321) 5 422

CHANGES IN PROVISIONS FOR REINSTATEMENT OF INFRASTRUCTURES 5 986 2 981

INCREASE/(DECREASE) IN THE FAIR VALUE OF FINANCIAL INSTRUMENTS (222) (7 323)

PENSION BENEFITS (49) 295

DIFFERENCES BETWEEN INDIVIDUAL AND CONSOLIDATED INCOME 19 207 -

SUB-TOTAL (NOTE 9) (13 206) (34 592)

EFFECT ON RESERVES:

PENSION BENEFITS (372) (1 203)

INCREASE / DECREASE IN THE FAIR VALUE OF FINANCIAL INSTRUMENTS 6 215 (15 393)

(7 363) (51 188)

EFFECT OF CURRENCY TRANSLATION 1 664 102

(5 699) (51 086)

ENDING BALANCE 152 729 158 428

At 31 December 2010 the tax losses carried forward resulting indeferred tax assets were as follows:

In addition, at 31 December 2010 the tax losses carried forward forwhich deferred tax assets were not recognised, since there is noexpectation that there will be sufficient future taxable income toutilise them, are as follows:

The tax losses carried forward which can be used after 2015correspond to BUS (United States of America).

142


TAX DEFERRED TAXLOSS ASSETS

LAST YEAR FOR UTILISATION:

UNTIL 2011 3 708 927

UNTIL 2012 4 022 1 005

UNTIL 2013 19 310 4 828

UNTIL 2014 3 656 914

UNTIL 2015 6 607 1 652

AFTER 2015 107 940 40 974

145 243 50 300

TAX LOSS

LAST YEAR FOR UTILISATION:

UNTIL 2011 2 690

UNTIL 2012 14 641

UNTIL 2013 33 850

UNTIL 2014 49 179

UNTIL 2015 71 728

172 088

18. OTHER NON CURRENTASSETS

At 31 December 2010 and 2009 this caption was made up asfollows:

Under the concession contracts entered into between NWP andNorthwest Parkway Public Highway Authority (the concedingentity), 40 000 thousand USD were transferred to an independentescrow agent. This amount, referred to as Escrow funds, plusaccrued interest will be transferred to the conceding entity afterverification of a series of commitments assumed by NWP relatingto the construction of the extension of the State Highway or, if thisdoes not happen, it will be reimbursed to NWP. At 31 December2010 the Escrow funds plus accrued interest amounted to 30 783thousand Euros.

143


2010 2009

PENSIONS (NOTE 33) 1 572 687

ESCROW FUNDS 30 783 28 541

OTHERS - 11

32 355 29 239

19. TRADE AND OTHERRECEIVABLES


Accounts receivable result from operating activities and are net ofaccumulated impairment losses, determined based on the availableinformation and past experience.

Given the nature of the transactions, there is no significantconcentration of credit risk.

144


2010 2009

OTHER RECEIVABLES:

ADVANCES TO SUPPLIERS 260 258

PERSONNEL 964 596

1 224 854

TRADE RECEIVABLES:

TOLLS 24 520 30 043

DOUBTFUL RECEIVABLES 18 310 15 258

42 830 45 301

OTHERS

OTHER TRADE RECEIVABLES AND OTHER RECEIVABLES 40 203 22 536

84 257 68 691

ACCUMULATED IMPAIRMENT LOSSES ON ACCOUNTS RECEIVABLE (NOTE 27) (19 512) (16 347)

64 745 52 344

20. OTHER CURRENTASSETS

Other current assets at 31 December 2010 and 2009 are made upas follows:

(a) This caption essentially refers to an amount to be received fromESAF / Edifindo for the costs incurred with the interventionsnecessary to the reestablishment of the normal road circulationin CREL due the land slide that took place in 22 January 2010.The indemnity claim filed amounts to 7 801 thousand Euros. Asthe final outcome of the lawsuit is not yet known, the amountrelated to the indemnity claim for lost revenue has not beenrecorded in revenue by the Group. In 12 July 2010, the Courtordered the seizure of the property portfolio of Edifundo. In 22November 2010, the Court authorized Edifundo to replace theseizure of the property portfolio by a first demand bankguarantee in the amount of 6 500 thousand Euros that hasalready been provided.

145


2010 2009

STATE AND OTHER PUBLIC ENTITIES:

INCOME TAX 15 875 16 265

ACCRUED INCOME:

ACCRUED INTEREST 1 417 129

HEDGING DERIVATIVE FINANCIAL INSTRUMENTS (NOTE 31) - 149

OTHER ACCRUED INCOME (a) 7 060 1 074

8 477 1 352

DEFERRED COSTS:

INSURANCE 2 007 1 946

OTHER DEFERRED COSTS 1 078 1 191

3 085 3 137

27 437 20 754

21. CASH AND CASHEQUIVALENTS

Cash and cash equivalents at 31 December 2010 and 2009 aremade up as follows:

The caption “Cash and cash equivalents” includes cash, demanddeposits, treasury applications and term deposits that mature inless than three months, in which the risk of change in value isinsignificant. The caption “Bank overdrafts” includes the creditbalances on demand deposit accounts with banks.

This caption includes demand deposits totalling 28 931 thousandEuros, which result from the terms of the loan agreements andconcession agreements relating to AEA and Brisal, which requirethat sufficient balances be deposited to cover the next debt servicepayment and investment commitments.

As part of the contractual commitments of BCR, the balance ofbank deposits in 31 December 2010 also includes the followingreserve accounts:

(i) Reserve account for the repayment of debt, in the amount of,approximately, 140 000 thousand Euros;

(ii) Reserve account corresponding to the toll revenue segregatedin the scope of the securitization operation, in the amount of,approximately, 500 thousand Euros.

Due to bylaws and concession agreements, those companies arelimited in terms of the activities they can pursue. As theabovementioned reserve accounts are to be used for investmentswithin the concessions and the repayment of the associated debt,Brisa considers the reserve accounts as cash and cash equivalents.

22. CAPITAL

The Company’s capital at 31 December 2010 is made up of600 000 000 fully subscribed and paid up shares of one Euro each.

At 31 December 2010 José de Mello Investimentos, SGPS, S.A. held,directly and indirectly through its subsidiaries, a 29.92%participation in the Company.

23. TREASURY SHARES

As of 31 December 2010 and 2009, the Company holds 23 483 163treasury shares in the amount of 176 113 thousand Euros.

Commercial legislation regarding treasury shares requirescompanies to maintain a free reserve equal in amount to the costof their treasury shares. The reserve is not available for distributionwhile the shares are held, a reserve of 176 113 thousand Euros(Note 24) being maintained for that purpose. In addition, theapplicable accounting rules provide that gains and losses on thesale of treasury shares must be recorded in reserves.

24. LEGAL RESERVE ANDOTHER RESERVES

LEGAL RESERVE

Commercial legislation establishes that at least 5% of annual netprofit must be appropriated to a legal reserve until the reserveequals at least 20% of share capital. This reserve is not availablefor distribution except upon liquidation of the Company, but can beused to absorb losses once the other reserves have beenexhausted, or to increase capital.

OTHER RESERVES

This caption includes reserves of 137 589 thousand Euros available fordistribution and a reserve of 176 113 thousand Euros corresponding tothe value of treasury shares which, under the provisions of corporatelaw, must be blocked while the shares are held.

146


2010 2009

CASH 2 684 600

BANK DEPOSITS 37 247 48 508

TREASURY APPLICATIONS 1 316 008 121 388

CASH AND CASH EQUIVALENTS 1 355 939 170 496

BANK OVERDRAFTS (NOTE 26) (2 203) (4 648)

1 353 736 165 848

25. NON-CONTROLLINGINTERESTS

The changes in this caption in the years ended 31 December 2010and 2009 are as follows:

26. LOANS

The Group’s loans at 31 December 2010 and 2009 are made up asfollows:

147


2010 2009

RESTATED BEGINNING BALANCE 31 707 31 624

CHANGES IN THE EQUITY OF SUBSIDIARY COMPANIES 5 556 6 536

CHANGES IN THE CONTROLLING INTEREST 223 (14 885)

CHANGES IN CONSOLIDATION PERIMETER - 29 082

NET PROFIT FOR THE YEAR ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (37 581) (20 650)

ENDING BALANCE (95) 31 707

2010 2009CURRENT NON-CURRENT CURRENT NON-CURRENT

BONDS 5 771 1 150 792 8 252 1 159 712

SECURITISATION OF FUTURE RECEIVABLES 78 760 79 314 79 478 159 277

BANK LOANS 55 133 1 664 257 123 230 1 649 643

COMMERCIAL PAPER 257 143 261 381 312 678 17 765

BANK OVERDRAFTS (NOTE 21) 2 203 - 4 648 -

399 010 3 155 744 528 286 2 986 397

BONDS

The non convertible bonds issued by the Group at 31 December2010 and 2009 are made up as follows:

2003 Issue

The 500 000 thousand Euro bond issue was made on 26 September2003 and is listed on the Luxemburg Stock Exchange. The bondswere issued for a period of ten years with annual interest paymentsof 4.797%. The principal is redeemable in a single payment on 26September 2013.

2006 Issue

On 5 December 2006 Brisa issued bonds totalling 600 000thousand Euros. The bonds mature in 10 years, bear interest at afixed rate of 4.5% and were issued at a price of 99.637%, whichcorresponds to a Euro mid swap 10 year interest rate of 3.926%plus a spread of 0.62%.

This was the first issue by a private Portuguese company under newlegislation relating to debt securities, introduced by the PortugueseState on 7 November 2005 through Decree-Law 193/2005 with theobjective of making it easier for Portuguese companies to obtainfunding from non resident investors. The bonds are subject toPortuguese legislation and are listed on the Luxemburg StockExchange.

148


2010 2009ISSUE NOMINAL VALUE

OF THE ISSUE CURRENT NON-CURRENT CURRENT NON-CURRENT DUE DATE INTEREST RATE

2003 500 000 4 556 496 842 6 471 499 206 SEP/13 4,797%

2006 600 000 259 590 775 1 595 597 206 DEC/16 4,500%

2009 63 300 956 63 175 186 63 300 OCT/12 VARIABLE

5 771 1 150 792 8 252 1 159 712

2009 Issue

At 28 October 2009 Brisa issued bonds totalling 63 300 thousandEuros. The bonds mature in 3 years and bear interest at a variablerate, indexed to the Euribor six months rate.

The market value at 31 December 2010 and 2009 of the two bondissues listed on the Luxemburg Stock was the following:

With the corporate reorganization of the Brisa Group, in 22December 2010, Brisa Finance B.V. and Brisa were replaced by BCRas the issuer of these bonds, assuming BCR, from that dateforward, all the associated obligations. The replacement wasapproved on the Bondholders Meetings of 5 November 2010, forthe bond issue of Brisa Finance B.V., and of 15 November 2010, forthe bond issue of Brisa.

SECURITISATION OF FUTURE RECEIVABLES

On 17 December 2007 Brisa Auto-Estradas de Portugal carried outa future credit securitisation operation totalling 400 000 thousandEuros under the regime established by Decree-Law 453/99 of 5November, after which it ceded its portfolio of credits relating totolls to be charged on the conceded motorways.

Deutsche Bank functioned as the arranger/dealer of the operation,the credits having been acquired by TAGUS – Sociedade deTitularização de Créditos, S.A. (“TAGUS”), which for the purposeissued securitised securities called “?400,000,000 Asset BackedFloating Rate Securitisation Notes due 2012”. These securitieswere admitted to official listing and trading on the regulatedmarket of the Irish Stock Exchange (ISE).

In the context of the corporate reorganization of the Group, in 22December 2010, Brisa was replaced by BCR as the Originator andthe Servicer in this operation, assuming BCR, from this dateforward, all the underlying obligations associated to these roles.The replacement of Brisa by BCR was approved in the BondholdersAssembly that took place in 15 November 2010.

Future toll income as of 22 December 2010, needed to enableTAGUS to make the quarterly interest and annual principalpayments due to the security holders and payment to the othersecurity issuance creditors, will be attached by Brisa to thisoperation until the year 2012.

149


2009 2010ISSUE NOMINAL VALUE BOOK MARKET BOOK MARKET INTEREST

OF THE ISSUE VALUE VALUE (a) VALUE VALUE (a) DUE DATE RATE2003 500 000 501 398 527 295 505 677 518 970 SET/13 4,797%

2006 600 000 591 034 564 374 598 801 601 674 DEZ/16 4,500%

1 092 432 1 091 669 1 104 478 1 120 644

BANK LOANS

The caption “Bank loans” at 31 December 2010 and 2009 is madeup as follows:

150


2010 2009

AMOUNT USED AMOUNT USED

NON- REPAYMENT NON-FINANCING COMPANY LIMIT CURRENT CURRENT MATURITY FREQUENCY INTEREST RATE LIMIT CURRENT CURRENT

BRISA AUTO-ESTRADAS - - - OCT/10 ANNUAL 8,40% 34 916 1 451 -

BRISA AUTO-ESTRADAS - - - MAR/11 ANNUAL 8,90% 29 928 4 461 4 251

BRISA AUTO-ESTRADAS - - - SEP/11 ANNUAL 4,76% 137 169 10 078 9 798

BRISA AUTO-ESTRADAS - - - JUN/09 ANNUAL - 132 181 - -

BRISA AUTO-ESTRADAS - - - DEC/13 ANNUAL 0,84% 74 820 6 455 18 837





BRISA AUTO-ESTRADAS - - - JUN/16 ANNUAL 1,19% 54 868 4 734 27 434





BRISA AUTO-ESTRADAS - - - JUN/23 ANNUAL 0,66% 100 000 94 100 000


BRISA CONCESSÃO RODOVIÁRIA 771 984 38 278 733 706 DEC/30 HALF YEAR VAR. - - -

AUTO-ESTRADAS DO LITORAL 263 874 264 263 815 DEC/31 HALF YEAR 5,05% 263 874 900 263 874

AUTO-ESTRADAS DO LITORAL 262 726 2 669 248 777 DEC/29 HALF YEAR VAR. 262 726 7 400 251 208

AUTO-ESTRADAS DO ATLÂNTICO 209 495 6 007 75 598 NOV/21 HALF YEAR 4,76% 209 495 5 883 81 881

AUTO-ESTRADAS DO ATLÂNTICO 47 500 47 23 750 FEB/17 BULLET VAR. 47 500 (116) 24 613

AUTO-ESTRADAS DO ATLÂNTICO 17 458 19 9 848 JUN/10 BULLET VAR. 17 458 11 6 838

AUTO-ESTRADAS DO ATLÂNTICO 209 495 8 584 51 058 NOV/16 HALF YEAR VAR. 209 495 8 339 59 628

NORTHWEST PARKWAY 168 437 (516) 182 075 VARIABLE VARIABLE VAR. 168 437 (575) 168 178



CONTROLAUTO - - - SEP/09 QUARTERLY VAR. 3 000 - -

2 093 024 55 133 1 664 257 2 829 624 123 230 1 649 643

Within the scope of the corporate reorganization of the BrisaGroup, it was negotiated with Banco Europeu de Investimento(BEI) the transfer to BCR of several loans contracted between BrisaAuto-Estradas de Portugal, S.A. and BEI. The debt transferred in 22December 2010 amounted to 779 708 thousand Euros. It wasagreed with BEI, in the date of the transfer, to consolidate 16 of theexisting loan agreements in one financing agreement, subject to avariable interest rate indexed to the 6 month Libor and with asubstantial increase of the average maturity (the new financing ofBCR will be reimbursed in semi-annual constant instalments in theperiod from June 2011 to December 2030).

The bank loans contracted by Brisal and NWP include a clauseestablishing that a decrease in Brisa’s participation in thosecompanies to less than 50% and 40% of their share capital,respectively, can only occur after being authorized by the financingbanks and the conceding entity.

The following guarantees have been given by third parties for theloans from the EIB:

BANK GUARANTEES IN FAVOUR OF THE EIB (a) 510 946

(a) This amount corresponds to guarantees of BCR in the amountof 137 400 thousand Euros, Brisal in the amount of 290 261thousand Euros and AEA in the amount of 83 285 thousandEuros.

At 31 December 2010 and 2009, the loans listed are repayable asfollows:

COMMERCIAL PAPER AND BANKOVERDRAFTS

The caption “Other loans obtained” at 31 December 2010 and2009 is made up as follows:

151


2010 2009

UNTIL 1 YEAR 55 133 123 230

UNTIL 2 YEARS 65 012 114 760

UNTIL 3 YEARS 62 140 118 852

UNTIL 4 YEARS 60 559 116 097

UNTIL 5 YEARS 64 644 108 389

AFTER 5 YEARS 1 411 902 1 191 545

1 719 390 1 772 873

FINANCING ENTITY 2010 2009

OTHER LOANS:

COMMERCIAL PAPER BRISA AUTO ESTRADAS - 304 457

COMMERCIAL PAPER BRISA CONCESSÃO RODOVIÁRIA 497 007 -

COMMERCIAL PAPER CONTROLAUTO 21 517 25 986

518 524 330 443

BANK OVERDRAFTS (NOTE 21):

BANK OVERDRAFT LINES BRISA 303 1 859

BANK OVERDRAFT LINES BRISA ENGENHARIA E GESTÃO 1 518 1 708

BANK OVERDRAFT LINES VIA VERDE PORTUGAL 342 1 042

BANK OVERDRAFT LINES BRISAL - 35

BANK OVERDRAFT LINES BRISA O&M - 2

BANK OVERDRAFT LINES CONTROLAUTO - 1

BANK OVERDRAFT LINES BRISA INOVAÇÃO E TECNOLOGIA - 1

BANK OVERDRAFT LINES BRISA INTERNACIONAL 40 -

2 203 4 648

520 727 335 091

At 31 December 2010 Brisa had eleven commercial paperprograms totalling 732 500 thousand Euros contracted, of which517 075 thousand Euros had been placed at that date.

The commercial paper programs were issued with a subscriptionguarantee by the Banks and, as with the other funding, weretransferred from Brisa in 22 December 2010, in the scope of thecorporate reorganization of the Brisa Group. Furthermore, of the732 500 thousand Euros abovementioned, 424 000 thousandEuros refer to commercial paper programs that, in 31 December2010, had a subscription guarantee for a period beyond one year,and therefore were classified as non-current.

The loans at 31 December 2010 and 2009 are in the followingcurrencies:

The loans in foreign currencies bear interest at market rates andwere translated to Euros at the rates in force on the consolidatedstatement of financial position date.

152


2010 2009AMOUNTS AMOUNTS AMOUNTS AMOUNTS

(THOUSANDS OF (THOUSANDS OF (THOUSANDS OF (THOUSANDS OFFOREIGN CURRENCY) OF EUROS) FOREIGN CURRENCY) EUROS)

EUROS 3 297 784 3 284 654US DOLLARS (USD) 343 366 256 970 327 247 227 160SWISS FRANCS (CHF) - 4 256 2 869

3 554 754 3 514 683

27. ACCUMULATEDIMPAIRMENT LOSSES

The changes in the accumulated impairment losses in the yearsended 31 December 2010 and 2009 are as follows:

Impairment losses are deducted from the amount of thecorresponding assets.

In the specific case of goodwill and the amounts relating to theconcession contracts, impairment tests were realized in accordancewith the discounted cash flow method, the cash flows used werefor the concession operating periods under a Project Financeregime and for 5 years for the Group’s other businesses.

In the 5 year valuation models the long term growth periodconsidered was a perpetuity of between 0% and 1%, consideringthe possibility of creating value in each business after the periodestablished for the projections.

The discount rates used for the valuations reflect the cost of thestructure of invested capital and the specific risk of each asset,these being estimated at between 6% and 11%.

153


2010EFFECT OF

BEGINNING CURRENCY ENDINGCAPTIONS BALANCE TRANSLATION INCREASE UTILISATION DECREASE BALANCE

IMPAIRMENT LOSSES:

TRADE AND OTHER RECEIVABLES (NOTE 19) 16 347 - 4 742 (20) (1 557) 19 512

INVENTORY 483 - 245 - (381) 347

GOODWILL 4 101 - - - - 4 101

OTHERS 9 306 1 122 - (957) - 9 471

30 237 1 122 4 987 (977) (1 938) 33 431

2009EFFECT OF

BEGINNING CURRENCY ENDINGCAPTIONS BALANCE TRANSLATION INCREASE UTILISATION DECREASE BALANCE

IMPAIRMENT LOSSES:

TRADE AND OTHER RECEIVABLES (NOTE 19) 18 624 - 1 788 (3 939) (126) 16 347

INVENTORY 158 - 373 (48) - 483

GOODWILL 4 101 - - - - 4 101

OTHERS 7 313 2 132 - (139) - 9 306

30 196 2 132 2 161 (4 126) (126) 30 237

The provision for litigation in process is to cover liabilitiesestimated by the Board of Directors, based on information from thelawyers, resulting from actions brought against the Group relatingto motor accidents, losses caused by the construction ofmotorways and labour claims. The claims against the Grouptotalled approximately 29 195 thousand Euros at 31 December2010 and the provision corresponds to the Board of Directors’ bestestimate of the amount of such liabilities.

As of 31 December 2010 and 2009, the caption Investments inassociated companies relates to the participation on the negativeshareholder’s equity, excluding supplementary capital, fromassociated companies.

The provision for reinstatement of infrastructures relates to theresponsibilities to replace the wear layer of the flexible pavementsand is recognised, at the present value, through the period up tothe date in which the intervention takes place. The provision issubject to a financial update at each reporting date calculated atthe average interest cost rate of the company and recorded as afinancial expense. The recorded reversals are, essentially, related tothe reassessment of the estimates for the costs to be incurred andchanges in the planed schedule of the interventions in theinfrastructure.

The provision for other risks and charges as of 31 December 2010and 2009 includes 121 129 thousand Euros and 20 000 thousandEuros respectively, corresponding to the Board of Directors’ currentestimate of the amount of the potential losses to be incurred by theCompany on the Douro Litoral Concession, resulting fromcommitments assumed under agreements entered into with therespective constructing Consortium DLACE.

In accordance with the clauses of the Douro Litoral concessionagreement, AEDL is finalizing the compensation request to bepresent to the Grantor of the concession.

28. PROVISIONS

The changes in provisions in the years ended 31 December 2010and 2009 are as follows:

154


2010EFFECT OF

BEGINNING CURRENCY FINANCIAL ENDINGCAPTIONS BALANCE TRANSLATION INCREASE UTILISATION DECREASE UPDATE BALANCE

PROVISIONS:

LITIGATION IN PROCESS 3 588 - 55 - (200) - 3 443

INVESTMENTS IN ASSOCIATES (NOTE 14) 33 933 - 19 816 - (455) - 53 294

REINSTATEMENT OF INFRASTRUCTURES 129 979 225 24 932 (11 487) (10 328) 4 781 138 102

OTHER RISKS AND CHARGES 22 009 - 114 864 (10 871) - - 126 002

189 509 225 159 667 (22 358) (10 983) 4 781 320 841

2009RESTATED EFFECT OF

BEGINNING EFFECT OF BEGINNING CHANGES CURRENCY FINANCIAL ENDINGCAPTIONS BALANCE RESTATEMENT BALANCE IN PERIMETER TRANSLATION INCREASE UTILISATION DECREASE UPDATE BALANCE

PROVISIONS:

LITIGATION IN PROCESS 3 459 - 3 459 - - 138 - (9) - 3 588

INVEST. IN ASSOCIATES (NOTE 14) 741 - 741 29 082 - 4 143 - (33) - 33 933

REINSTATEMENT OF INFRASTRUCTURES - 114 785 114 785 - (102) 22 295 (11 476) - 4 477 129 979

OTHER RISKS AND CHARGES 1 023 - 1 023 - - 20 986 - - - 22 009

5 223 114 785 120 008 29 082 (102) 47 562 (11 476) (42) 4 477 189 509

29. OTHER NON--CURRENT LIABILITIES


(a) This caption includes 73 670 thousand Euros relating tocompensation obtained from the State for not charging tolls onsome sub-stretches in the metropolitan area of Lisbon andPorto, less 34 364 thousand Euros transferred to income, theamount of 1 572 thousand Euros for the year ended 31December 2010 being recorded in the caption “Other operatingincome” (Note 6).

(b) This amount corresponds to payments by the sub-concessionaires on account of future lease payments, theCompany having recognised income of 2 633 thousand Eurosfor the year ended 31 December 2010.

(c) This caption corresponds to the difference between the amountreceived from the State, under the Global Agreementestablished with Brisa and the balances pending settlement andrecognised in the financial statements as of the date of theagreement. In accordance with the contracted conditions, aninspection is still pending by the IGF, for the purpose ofvalidating and confirming the balances, which will result insettlement of the amount indicated.

155


2010 2009

FAIR VALUE OF DERIVATIVE INSTRUMENTS:

TRADING INSTRUMENTS (NOTE 31) 39 924 21 957

COMPENSATION FOR OPERATING LOSSES (a) 37 733 39 306

PREPAID INCOME FROM SERVICE AREAS (b) 13 079 15 713

INCENTIVE PLAN (NOTE 34) - 32 319

SUPPLIERS OF FIXED ASSETS 2 136 2 363

COPER - 5 615

RETIREMENT BENEFITS (NOTE 33) 3 398 4 052

GLOBAL AGREEMENT (c) 12 913 -

109 183 121 325

30. OTHER CURRENTLIABILITIES


(a) This amount corresponds to expropriations under litigationwhich at 31 December 2010 were in an appeal phase andcorresponds to the difference between the amounts depositedby the Group in favour of the courts (amounts defined byarbitration) and the decisions issued by the courts. Thisdifference was recorded in the caption revertible tangible fixedassets in operation (Note 13).

There are also other expropriations under litigation, for whichno decisions have yet been issued by the courts, the initial

amounts deposited in favour of the courts amounting to 4 349thousand Euros at 31 December 2010. These amounts arereflected in the caption “Revertible tangible fixed assets” whichis part of the caption “Purchase of land”.

The Board of Directors believes that no additionalresponsibilities should be recorded in the financial statementsas of 31 December 2010 as a result of the definitive outcome ofthese litigations.

156


2010 2009

FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS (NOTE 31) - 6 774

ACCRUED COSTS:

INCENTIVE PLAN (NOTE 34) 32 872 6 624

ACCRUED REMUNERATION 20 191 17 615

OTHER ACCRUED COSTS 13 261 3 813

66 324 28 052

DEFERRED INCOME:

COMPENSATION FOR OPERATING LOSSES (NOTE 6) 1 572 1 572

PREPAID INCOME FROM SERVICE AREAS 2 633 2 633

FINANCIAL CO-PARTICIPATION - 10 747

OTHER DEFERRED INCOME 3 633 745

7 838 15 697

STATE AND OTHER PUBLIC ENTITIES:

VALUE ADDED TAX 14 467 15 921

SOCIAL SECURITY CONTRIBUTIONS 1 468 1 464

INCOME TAX WITHHELD 1 046 -

INCOME TAX 6 428 1 110

OTHERS 461 1 416

23 870 19 911

OTHER CREDITORS

EXPROPRIATIONS UNDER LITIGATION (a) 1 693 10 001

OTHERS 29 089 6 716

30 782 16 717

128 814 87 151

31. DERIVATIVEFINANCIALINSTRUMENTS

The Group has contracted a series of derivative financialinstruments to minimise the risk of exposure to variations ininterest and exchange rates.

Such instruments are contracted considering the risks that affect itsassets and liabilities, after verifying which of the instruments in themarket is the most adequate to hedge the risks.

Such operations, which are contracted with the prior approval bythe Chief Financial Officer or the Executive Commission, arepermanently monitored through analysis of the various indicatorsrelating to such instruments, especially evolution of their marketvalue and sensitivity of their projected cash flows and of themarket itself to changes in the key variables that affect thestructures, with the objective assessing their financial effect.

These financial derivative instruments are recorded in accordancewith the provisions of IAS 39, being measured at their fair valueconsidering mathematical models, such as option pricing modelsand discounted cash flow models for unlisted instruments (over-the-counter instruments). These models are based essentially onmarket information.

The derivative financial instruments mostly used by the Companyare exchange forwards and exchange rate and interest rate swaps.

Such instruments are classified as hedging or trading instrumentsconsidering the provisions of IAS 39 (Note 2.15).

Hedge accounting is applicable to derivative financial instrumentsthat are efficient as regards the effect of offsetting the variationsin the fair value or cash flows of the underlying assets/liabilities.Hedge accounting covers three types of operation:

- Fair value hedges

- Cash flow hedges

- Net investment in foreign entity hedges

Fair value hedges are derivative financial instruments that hedgeexchange rate and/or interest rate risks. Variations in the fair valueof such instruments are recorded in the income statement. Theasset/liability underlying the hedging operation is also valued atfair value as regards the hedged part, the respective variationsbeing reflected in the income statement.

Cash flow hedging instruments are derivative financial instrumentsthat hedge exchange rate risk on future purchases and sales ofcertain assets, as well as cash flows relating to interest rate risk.The effective component of the variations in the fair value of thecash flow hedges is recognised in the shareholders’ equity caption“Hedging and translation reserves”, while the non efficient part isreflected immediately in the income statement.

Instruments hedging net investments in a foreign entity areexchange rate derivative financial instruments that hedge theequity effect risk resulting from the translation of financialstatements of foreign entities. The variations in the fair value ofsuch hedging operations is recorded in the shareholders’ equitycaption Hedging and translation reserves until the hedgedinvestment is sold or liquidated.

Trading instruments are derivative financial instruments which,although contracted under the Group’s risk hedging policies, donot qualify for hedge accounting because they were not formallydesignated for that purpose or simply because they are notefficient hedges in accordance with the conditions established inIAS 39.

Fair value of the derivative financial instruments was determinedbased on valuations made by financial entities.

Cash flow hedges

At 31 December 2010 and 2009 the Group had the followinginterest rate derivative instruments contracted:

157


2010 2009UNDERLYING FAIR UNDERLYING FAIR

TYPE OF OPERATION MATURITY AMOUNT VALUE AMOUNT VALUE

SWAP VAR.RATE/FIXED RATE (USD) 21 DECEMBER 2027 211 936 (31 765) 190 695 (16 648)

SWAP VAR.RATE/FIXED RATE 15 JUNE 2019 217 500 (6 269) 291 667 (3 222)

SWAP VAR.RATE/FIXED RATE 9 MAY 2023 50 000 (1 890) 100 000 (2 033)

SWAP VAR.RATE/FIXED RATE 15 DECEMBER 2014 - - 44 892 (54)

479 436 (39 924) 627 254 (21 957)

Investment hedges

At 31 December 2010 and 2009 the Group had the followingfinancial instruments hedging the effect of exchange ratevariations USD/EUR and BRL/EUR on investments in the UnitedStates and Brazil:

At 31 December 2010, the Group had no exchange rate derivativecontracted.

Derivatives that do not qualify as hedging instruments(trading)

At 31 December 2009 the Group had the following interest ratederivative contracted to hedge cash flows relating to a loancontracted by Brisal which, at those dates, did not comply with allthe requirements to be considered for accounting purposes as ahedging instrument. This financial instrument reached its maturityduring 2010:

158


UNDERLYING FAIR VALUETYPE OF OPERATION MATURITY AMOUNT 2010 2009

FORWARD USD/EUR 20 JANUARY 2010 18 977 - (786)

FORWARD USD/EUR 22 FEBRUARY 2010 29 592 - (1 028)

FORWARD USD/EUR 22 MARCH 2010 26 230 - 149

FORWARD BRL/EUR 11 MAY 2010 8 380 - (249)

83 179 - (1 914)

2010 2009UNDERLYING FAIR UNDERLYING FAIR

TYPE OF OPERATION MATURITY AMOUNT VALUE AMOUNT VALUE

SWAP VAR.RATE/FIXED RATE 30 JUNE 2010 - - 262 726 (4 711)

At 31 December 2010 and 2009 the fair value of the derivativefinancial instruments was as follows:

In the year ended 31 December 2010 and as a result of the analysisof the infectiveness of the interest rate swap contracted by NWP,the Company recognized a financial income of 60 thousand Euros.

The following exchange rates were used to translate to Euros, theassets and liabilities as of 31 December 2010 and 2009:

159


2010 2009 2010 2009 2010 2009

HEDGING INSTRUMENTS:

CASH-FLOWS HEDGES - - - - 39 924 21 957

INVESTMENT HEDGES - 149 - 2 063 - -

TRADING INSTRUMENTS:

INTEREST RATE INSTRUMENTS - - - 4 711 - -

- 149 - 6 774 39 924 21 957

OTHER CURRENTASSETS (NOTE 20)

OTHER CURRENTLIABILITIES (NOTE 30)

OTHER NON-CURRENTLIABILITIES (NOTE 29)

2010 2009

BRAZILIAN REAL 2.2280 2.5073

US DOLAR 1.3362 1.4406

32. CONTINGENT ASSETSAND LIABILITIES

At 31 December 2010 and 2009 the companies included in theconsolidation had the following bank guarantees given to thirdparties:

(a) This amount corresponds to bank guarantees given by Brisa, toguarantee compliance with the Capital Subscription andRealisation Agreement of each of the mentioned entities.

(b) Under one of the loan contracts of NWP (the Guaranteed LoanAgreement), Brisa gave a guarantee of 41 649 thousand Euros(61 521 thousand USD).

(c) This amount corresponds to bank guarantees given by Brisa andBrisa Engenharia to several courts under real estateexpropriation processes.

The shareholders of the companies financed under Project Finance(Brisal, AEDL, AEA, NWP, AEBT and AELO – Auto Estradas do LitoralOeste, S.A. (“AELO”)) have pledged their participations in favour ofthe financing entities.

Under the Traffic Support Agreement between the shareholders ofBrisal and the financing entities, Brisa is committed, under certaincircumstances, to inject an amount that could reach 24 836thousand Euros.

160


2010 2009

GUARANTEES GIVEN:

AEDL (a) 283 828 314 823

AEBT (a) 21 918 22 753

ELOS (a) 21 195 13 785

AELO (a) 9 763 13 521

BRISAL (a) - 3 115

NWP (b) 46 042 -

EP - ESTRADAS DE PORTUGAL (BASE XX OF BAE'S CONCESSION CONTRACT

AND BASE LXVII OF BRISAL'S CONCESSION CONTRACT) 59 156 59 094

BANK GUARANTEES IN FAVOUR OF THE COURTS (c) 5 076 61 444

OTHER GUARANTEES GIVEN TO THIRD PARTIES 30 307 14 016

477 285 502 551

33. PENSION LIABILITIES

DEFINED BENEFIT PLAN

Brisa and some of its subsidiaries have a supplementaryretirement, incapacity and survivor pension plan, under which theiremployees reaching retirement age at the service of the Companyand of some of its subsidiaries and that have been in their servicefor at least ten years, as well as those that have been in theirservice for at least five years and are in a situation of incapacity,have the right to a retirement pension supplementary to thatguaranteed by the Social Security.

The benefit defined in the pension plan corresponds to 7% of thegross remuneration at the date of retirement, plus 0.5% for eachyear of service after the tenth year. Also, in accordance with thepension plan in force, the retirement pension supplement cannot

exceed 17% of the gross remuneration at the date of retirementand the sum of the pension supplement plus that attributed by theSocial Security can also not exceed such gross remuneration.

In the case of death of the beneficiary, the plan also gives, incertain conditions, the surviving spouse, children or equivalent, theright to a supplementary survivor pension, corresponding to 50%of the supplementary retirement pension that the beneficiary wasreceiving.

The liability resulting from the above mentioned scheme wastransferred to an autonomous pension fund. The liability isdetermined half yearly based on actuarial studies prepared byindependent experts, the last available being as of 31 December2010.

The actuarial studies as of 31 December 2010 and previous yearswere prepared using the Projected Unit Credit method and thefollowing assumptions and technical bases:

161


2010 2009 2008 2007

ACTUARIAL TECHNICAL RATE 5.00% 5.50% 5.50% 4.85%

ANNUAL FUND INCOME RATE 5.00% 5.50% 5.50% 4.85%

ANNUAL SALARY GROWTH RATE 3.15% 3.15% 3.15% 3.0%

ANNUAL PENSION GROWTH RATE 0% 0% 2.15% 0%

In addition, the demographic assumptions considered as of 31December 2010 and previous years were as follows:

In accordance with the actuarial studies the cost of the retirementpension supplements for the years ended 31 December 2010 andprevious years is as follows:

As a result of the policy adopted by the Group (Note 2.15), and aspermitted by IAS 19, the actuarial gains and losses are recordeddirectly in reserves.

As mentioned earlier, the liability for the payment of the abovementioned social benefits was transferred to an autonomouspension fund, to which the Group makes regular contributions tocover that liability.

The difference between the present value of liability and themarket value of fund’s assets at 31 December 2010 and previousyears is as follows:

162


2010 2009 2008 2007

MORTALITY TABLES TV 88/90 TV 88/90 TV 88/90 TV 88/90

INCAPACITY TABLES EKV80 EKV80 EKV80 EKV80

2010 2009 2008 2007

CURRENT SERVICE COST 905 1 127 835 550

FINANCIAL COST FOR THE YEAR 789 948 580 451

ACTUARIAL GAINS AND LOSSES (1 334) (4 540) 3 751 2 925

INCOME OF THE FUND (1 899) (1 181) 1 017 (109)

(1 539) (3 646) 6 183 3 817

2010 2009 2008 2007

PRESENT VALUE OF THE PROJECTED LIABILITY 13 692 13 535 16 204 11 218

MARKET VALUE OF THE FUND (11 866) (10 170) (9 193) (10 390)

1 826 3 365 7 011 828

The difference of the market value of the fund’s assets in relationto the present value of the liability is reflected as a non-currentasset or non-current liability (Notes 18 and 29).

The Fund’s assets and profitability at 31 December 2010 and 2009are as follows:

163

DEFINED CONTRIBUTION PLAN

The management and directors have the benefit of a definedcontribution supplementary retirement pension, the Companyhaving assumed the commitment to pay an insurance company10% of the respective basic annual remuneration. The premiumsfor the years ended 31 December 2010 and 2009, reflected underthe caption “Personnel costs”, amounted to 496 thousand Eurosand 476 thousand Euros, respectively.

34. INCENTIVE PLAN

The Shareholders’ General Meeting held on 10 March 2006authorised the Board of Directors to create a new managementincentive plan through the approval of regulations for theacquisition of shares. Consequently, the conditions of the newGeneral Incentives Plan and Regulations for the Acquisition ofShares (Plano Geral de Incentivos e Regulamento de Aquisição deAcções - “Plan”) were defined, under which the beneficiaries canacquire Brisa shares at market price, funded by bank loans.

As a result of exercising all the rights to acquire Brisa shares, in theyear ended 31 December 2006 the beneficiaries of the planacquired 5 105 000 shares at a cost of 40 789 thousand Euros,corresponding to a market price of 7.99 Euros per share. Inaddition, as a result of extending the plan, in the year ended 31December 2007 the beneficiaries acquired 106 250 shares at a costof 1 063 thousand Euros corresponding to a market price of 10Euros per share. In the year ended 31 December 2008 the plan wasrenewed as regards the part to which the directors are entitled,following the maturity of the previously established plan. Underthe terms of the new plan, in the year ended 31 December 2008the beneficiaries acquired 2 255 000 shares for 21 300 thousandEuros, corresponding to a market price of between 9.40 and 9.56Euros per share.

In accordance with the current Plan such shares cannot be tradedwhile the right to sell and use them has not been confirmed, basedon an assessment of performance to occur on the following dates:

• Directors

- Totally in September 2011

• Employees

- 20% in April 2009

- 30% in April 2010

- 50% in April 2011

In accordance with IAS 32 and IFRS 2, in addition to recording thesale of the above shares, the transactions related to the incentiveplan have the following impact on the financial statements:

-Recognition of a liability corresponding entry to reserves, relatingto the present value of the liability to repurchase the shares underthe above mentioned conditions, subject to financially updating(Note 30).

-Recognition of a benefit which, in accordance with IFRS 2, isunderstood as being granted to the employees and directorsresulting from the increase in value of the shares. Recognition ofthis benefit, due to characterisation of the plan as “a benefitgranted based on shares and settled with equity instruments”under the provisions of IFRS 2, has resulted in the recording ofpersonnel costs and an increase in equity. This recognition isrepeated over the period to confirmation of the right for thebeneficiaries to sell the shares, based on measuring the fair valueof the benefit at the inception of the plan.

In the year ended 31 December 2010, due to the expiration of thefirst tranche of employees’ plan, corresponding to 30% of theshares issued and the early settlement of the rights held byemployees who left the Company, was assumed the responsibility,previously recognized, for the repurchase of a total of794 000 shares previously sold, which was settled in net terms by2 899 thousand Euros.


INCOME RATE FAIR VALUE OF THE ASSETS

2010 2009 2010 2009

SHARES AND OTHER SHAREHOLDERS' EQUITY INSTRUMENTS 15.9% 50.0% 3 364 2 943

BONDS AND OTHER LIABILITY INSTRUMENTS 0.3% 9.6% 6 242 5 624

REAL ESTATE FUNDS AND HEDGE FUNDS 5.6% -1.9% 1 643 1 351

LIQUIDITY 1.78% 0.00% 617 251

11 866 10 169

In the year ended 31 December 2010, as a result of the recordingof the incentive plan, there was an increase in the caption Legaland other reserves corresponding to:

(a) This amount corresponds to the difference between thefinancial liability previously recognised, corresponding to thecommitment to repurchase treasury shares under the incentiveplan and the amount effectively paid, resulting from the netsettlement of that commitment by the difference between therepurchase amount of those shares and their market value.

35. MANAGEMENT OFFINANCIAL RISKS

GENERAL PRINCIPLES

As with the majority of companies, Brisa in its business is exposedto several financial risks, including: liquidity and interest rate riskresulting from its financial indebtedness; exchange risk resultingfrom its investment in Northwest Parkway (in the United States);credit risk to which the Company is exposed, following thecontracting of risk hedging operations and financial applications.

Brisa’s financial management centralises financing operations, theapplication of cash surplus, exchange transactions as well as theGroup’s counterparty risk. In addition, it is responsible for theidentification, quantification and implementation of measures tomanage/mitigate the financial risks to which the Group is exposed.

All financial risk management operations involving the use ofderivative financial instruments are approved in advance by theFinancial Director or the Executive Commission.

Following is a more detailed description of Company’s mainfinancial risks and measures implemented to manage them.

INTEREST RATE RISK

The objective of interest rate risk management is to minimise thecost of debt by keeping the volatility of financial costs at a lowlevel. At the end of 2010, approximately 46.3% of financial debthad a fixed interest rate (fixed and revisable fixed) which, ensuresthat financial costs have low sensitivity to increases in interestrates. The decrease verified in comparison with 2009 (74%) is due,manly, to the settlement of the interest rate swap of Brisal (since ithas reach its maturity). The remaining 53.7 % of total debt issubject to variable rates, which enabled Brisa to benefit from thedecrease in interest rates during the year of 2010.

If market interest rates in the years ended 31 December 2010 and2009 had been 1% higher, the financial costs for these years wouldhave increased by approximately 11 584 thousand Euros and 9095 thousand Euros, respectively.

The interest rate hedge derivatives at the end of 2010 in BCRcorrespond to the part of the derivative portfolio previouslyengaged by Brisa Auto-Estradas, which was transferred to BCR, inthe financial close of the Brisa Group corporate reorganization,together with the hedged loans. Since some of the characteristicsof the hedged loans were altered, as a consequence of the transferprocess from Brisa to BCR, the terms of the associated swaps werealso changed in order to ensure correspondence with thecharacteristics of the associated hedge loan.

EXCHANGE RISK

Brisa’s exposure to exchange risk results essentially from itsinvestments in NWP in the United States. The exposure inaccounting terms arises in Brisa Internacional, which is the indirectholder of the investments in NWP.

The Euro equivalents of the foreign currency monetary assets andliabilities at 31 December 2010 and 2009 are as follows:

164


ASSETS LIABILITIES2010 2009 2010 2009

AMERICAN DOLLARS (USD) 76 421 70 207 1 084 686

BRAZILIAN REAL (BRL) 1 182 28 013 30 189

SWISS FRANCS (CHF) - - 2 869

77 603 98 220 1 114 3 744

EXPIRATION OF THE COMMITMENT TO REPURCHASE

TREASURY SHARES (a) 3 942

BENEFITS GRANTED TO EMPLOYEES UNDER THE

INCENTIVES PLAN 563

4 505

In addition, the Euro equivalents of the non-monetary assets andliabilities at 31 December 2010 and 2009 are as follows:

165


ASSETS LIABILITIES2010 2009 2010 2009

AMERICAN DOLLARS (USD) 375 315 353 797 293 851 259 094

BRAZILIAN REAL (BRL) 14 187 306 932 - 6 043

389 502 660 729 293 851 265 137

Exchange risk management is based on permanent quantificationand monitoring of the significant financial and accountingexposure. Financial exposure consists of the market value of theinvestments and dividends receivable by Brisa Internacional, whileaccounting exposure results from the book value of theinvestments and their contribution to Brisa’s consolidated results.

Following the decision to sell the investment in CCR,communicated to the stock market in June 2010, a foreignexchange hedging program was approved and implemented for apart of the exposure of the expected sell price. The associatedhedging instruments were settled in stages to match the financialcash-flows received up to the completion of the sale.

In what concerns the exposure to USD, arising from the investmentin NWP, the existing hedging program was discontinued during the

first semester of the year, and no active hedging instrumentsexisted for this purpose as of 31 December 2010. The financialdepartment continues to monitor the evolution of the currentexposure to this investment, and the non hedging decision can bereversed depending on the evolution of the exposure and/ormarket perspectives.

The following table shows the impact on profit and reserves of a10% increase in strength of the USD and BRL (some exposure stillremains due to the investment in Controlar), resulting fromexchange exposure of the above assets and liabilities at 31December 2010 and 2009, net of the impact of the contractedhedging derivatives for those risks:

USD BRL2010 2009 2010 2009

RESULTS 1 203 1 279 (3 389) (10 697)

RESERVES 20 547 18 715 1 737 27 879

21 750 19 994 (1 652) 17 182

The Board of Directors understands that the above sensitivityanalysis, based on the dates indicated, may not be representativeof the Company’s exposure to exchange risk over the year.

CREDIT RISK

Credit risk relates to trade and other accounts receivable. Althoughlimited, due to the nature of the Company’s main operations(motorway concessions), the risk in the various businesses ismonitored on a regular basis with the objective of:

- monitoring evolution of the level of balances receivable;- reviewing the recoverability of amounts receivable on a regular

basis.

The changes in impairment of accounts receivable are disclosed inNote 27.

At 31 December 2010, the Board of Directors believes that theestimated impairment losses on accounts receivable areadequately provided for in the financial statements.

Accounts receivable at 31 December 2010 and 2009 include thefollowing overdue balances, for which the Board of Directors hasnot recognised impairment losses as it believes that they arereceivable:

COUNTERPARTY RISK

The application of cash surpluses and the majority of operationsinvolving derivative financial instruments expose the Company tothe risk of non compliance by the counterparties in theseoperations. So as to mitigate this risk the Company’s FinancialManagement maintains permanent control of the level of exposureto each counterparty, and counterparty credit limits are definedbased on their rating levels.

Note that in the particular case of BCR, the financial risks hedgingpolicy determines that in treasury and hedging operations thecounterparties must meet strict rating criteria (Qualifying Banks) orprovide a guarantee from an entity that meets the same criteria.

LIQUIDITY RISK

The funding and liquidity risk management policies are based onthe following objectives:

• To ensure that debt maturity is scaled over time;

• Maintain short term debt at less than 15% of total indebtedness;

• Continue extending average debt maturity to make it moreconsistent with Brisa’s long term assets.

In compliance with these objectives, Brisa closely monitors thefinancing markets, carefully selecting the most efficientalternatives. The following two significant operations were carriedout recently:

• At the end of 2006, bonds totalling 600 000 thousand Euros wereissued. The bonds mature in 10 years and bear interest at a fixedrate of 4.5%. This was the first issuance of bonds by a privatePortuguese company under new legislation relating to debtsecurities, introduced by the Portuguese State on 7 November2005 under Decree-Law 193/2005 with the objective offacilitating the capture of funds by Portuguese companies fromnon-resident investors. The bonds are subject to Portuguese lawand are listed on the Luxemburg Stock Exchange.

• In December 2007 a future credit securitisation operationtotalling 400 000 thousand Euros was carried out under theregime established by Decree-Law 453/99 of 5 November, afterwhich Brisa ceded its portfolio of credits relating to tolls to becharged on its conceded motorways (Note 28). This operationenabled Brisa, in a particularly difficult situation in theinternational credit market (with the bond market practicallyclosed for new issues), to refinance its total short term debt

contracted essentially to finance the investment in the NorthwestParkway concession in the United States completed in November2007, capitalise Brisal and complete construction in progress inits main concession.

Liquidity risk management is especially important in terms of newprojects in which Brisa has participated in recent years. Both inBrisal and the Northwest Parkway concession and more recently inAuto-Estradas do Douro Litoral, Auto-Estradas do Baixo Tejo andAuto-Estradas do Litoral Oeste, financing operations werecontracted under a project finance regime, normally with very longrepayment schedules, scaled over time so as to coincide withprojected cash flow from the concessions.

As a result of the corporate reorganization, in the end of 2010, theBrisa Concession together with all the rights, obligations, assets,liabilities and contractual positions associated to it was transferredto BCR, that became the Group company with the greaterproportion of the Group's debt (of approximately 2 598 thousandEuros by the end of 2010). Furthermore, BCR is a company with adynamic financial structure where the management of the liquidityand refinancing risks are of particular relevance.

166


2010 2009

OVERDUE BALANCES:

UP TO 90 DAYS 7 151 1 944

FROM 90 TO 180 DAYS 364 1 031

FROM 180 TO 360 DAYS 1 928 1 309

MORE THAN 360 DAYS 1 066 4 019

10 509 8 303

The new financial structure provides an effective ring-fencing toBCR as it limits the exposure of the loan creditors exclusively to thiscompany. The limitation of the financial risk, due to this contractualstructure, combined with a low operational risk that results fromthe nature of BCR activity has led to strong rating notations thatmanagement expects to remain stable (A-Stable by Fitch and BBB+Stable by Moody’s). This strong and stable rating mitigates theliquidity risk of the company as it enables access to theinternational debt markets.

BCR has a Euro Medium-Term Notes program (EMTN) totalling 3000 000 thousand Euros, of which 1 836 700 thousand Euros hadnot been used at 31 December 2010.

In order to increase financial flexibility, at the end of 2010 BCR hadcontracted with the banking system, the issuance of CommercialPaper programs totalling 700 000 thousand Euros. Furthermore,BCR also has bank deposit reserve accounts to cover investmentand debt repayment commitments.

Maturity of financial indebtedness at 31 December 2010 and 2009is as follows:

167


2010

UP TO 1 YEAR 1 TO 2 YEARS 2 TO 3 YEARS MORE THAN 3 YEARS TOTAL

LOANS 399 010 473 690 562 825 2 119 229 3 554 754

COMPENSATION FOR OPERATING LOSSES 1 572 1 572 1 572 34 589 39 305

PREPAID SERVICE STATION INCOME 2 633 2 633 2 633 7 813 15 712

INCENTIVE PLAN 32 872 - - - 32 872

DERIVATIVE INSTRUMENTS - - - 39 924 39 924

SUPPLIERS 26 744 - - - 26 744

SUPPLIERS OF FIXED ASSETS 26 375 233 239 1 664 28 511

OTHER LIABILITIES 92 124 - - 16 311 108 435

581 330 478 128 567 269 2 219 530 3 846 257

2009UP TO 1 YEAR 1 TO 2 YEARS 2 TO 3 YEARS MORE THAN 3 YEARS TOTAL

LOANS 528 286 197 024 267 478 2 521 895 3 514 683

COMPENSATION FOR OPERATING LOSSES 1 572 1 572 1 572 36 162 40 878

PREPAID SERVICE STATION INCOME 2 633 2 633 2 633 10 447 18 346

INCENTIVE PLAN 6 624 32 319 - - 38 943

DERIVATIVE INSTRUMENTS 6 774 - - 21 957 28 731

SUPPLIERS 17 969 - - - 17 969

SUPPLIERS OF FIXED ASSETS 27 443 233 237 1 893 29 806

OTHER LIABILITIES 69 548 - - 9 667 79 215

660 849 233 781 271 920 2 602 021 3 768 571

PROJECT FINANCE

The Brisa Group has the policy of competing, within consortiums,for new domestic and international road infrastructureconcessions. In greenfield domestic projects it has favouredpartnerships with construction sector companies, which assumethe construction risk of such projects.

Project finance has been used to fund these projects, with the clearobjective of separating, in operating, financial and legal terms,Brisa’s operations resulting from the original concession contract,from the operations of these new projects.

For each project a company is founded with its own fundingstructure, without the creditors resorting to Brisa’s cash flows orassets (other than the normal stand-by equity guarantees givenunder the projects, the amounts of which are known from thebeginning). Therefore the risk assumed by Brisa is limited to theamount of equity allocated to the project and the above mentionedguarantees.

36. RELATED PARTIES

Transactions and balances between Brisa and related Groupcompanies were eliminated in the consolidation process and so arenot disclosed in this note.

Balances and transactions between the Group and associated,related, jointly and individually controlled companies in which theGroup has decision power are detailed below. The terms andconditions of the transactions between Brisa and these relatedparties are substantially similar to those contracted, accepted andpracticed in similar operations with independent entities.

The balances receivable relating to associated companies at 31December 2010 and 2009 are made up as follows:

168


RECEIVABLES SHAREHOLDERS OTHER RECEIVABLES

2010 2009 2010 2009 2010 2009

AEDL - AUTO-ESTRADAS DO DOURO LITORAL, S.A. 137 1 051 - - 1 061 -

AEBT - AUTO-ESTRADAS DO BAIXO TEJO, S.A. 703 373 - - - -

GEIRA, S.A. 410 110 - 60 - -

STREET PARK - GESTÃO DE ESTACIONAMENTOS - ACE 11 137 - - - -

MOVENIENCE, B.V. - - 350 - - -

CONTROLAUTO AÇORES - CONTROLO

TÉCNICO AUTOMÓVEL, S.A. 36 51 - - - -

FEEDBACK HIGHWAYS OMT PVT 83 - - - - -

ASTERION, A.C.E. 30 38 - - - -

SICIT - SOCIEDADE INVESTIMENTO E CONSULTORIA

EM INFRA-ESTRUTURAS DE TRANSPORTES, S.A. 15 27 - - - -

BNV MOBILITY, B.V. 11 - - - - -

1 436 1 787 350 60 1 061 -

In addition, the transactions carried out with associated companiesin the years ended 31 December 2010 and 2009 were as follows:

The principal balances receivable from and payable to other relatedentities as of 31 December 2010 and 2009 are as follows:

169


OPERATING COSTS OPERATING INCOME

2010 2009 2010 2009

AEBT - AUTO-ESTRADAS DO BAIXO TEJO, S.A. - - 3 968 2 461

AEDL - AUTO-ESTRADAS DO DOURO LITORAL, S.A. 106 124 329 5 394

GEIRA, S.A. - - 906 352

SICIT - SOCIEDADE INVESTIMENTO E CONSULTORIA EM

INFRA-ESTRUTURAS DE TRANSPORTES, S.A. - - 37 481

ASTERION, A.C.E. - - 60 178

STREET PARK - GESTÃO DE ESTACIONAMENTOS - ACE - - 19 145

CONTROLAUTO AÇORES - CONTROLO TÉCNICO AUTOMÓVEL, S.A. - - 30 43

MOVENIENCE, B.V. - - 4 -

106 124 5 353 9 054

SUPPLIERSRECEIVABLES PAYABLES OF ASSETS SHAREHOLDERS OTHER RECEIVABLES

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

GRUPO EFACEC 83 85 3 345 3 456 6 16 - - - -

AELO - AUTO-ESTRADAS DO LITORAL OESTE, S.A. 1 298 911 - - - - 3 132 839 - -

ELOS - LIGAÇÃO DE ALTA VELOCIDADE, S.A. 3 310 - - - - - - - - -

JMS - PRESTAÇÃO DE SERVIÇOS ADMINISTRATIVOSE OPERACIONAIS, ACE 187 177 - - - - - - - -

M DADOS – SISTEMAS DE INFORMAÇÃO, S.A. - - 143 63 - - - - 93 1

SAGIES - SOCIEDADE DE ANÁLISE E GESTÃO DEINSTALAÇÕES E EQUIPAMENTOS SOCIAIS, S.A. - - 28 39 - - - - - -

JOSÉ DE MELLO SAÚDE - SERVIÇOS DE GESTÃOE CONSULTORIA, LDA 21 20 - - - - - - - -

EID – EMPRESA DE INVESTIGAÇÃO EDESENVOLV. DE ELECTRÓNICA, S.A. - - 41 - - - - - - -

CLÍNICA CUF CASCAIS, S.A. 2 21 - - - - - - - -

JOSÉ DE MELLO, SGPS, S.A. - - - 2 - 1 - - 3 3

HOSPITAL CUF DESCOBERTAS, S.A. 3 4 - - - - - - - -

INSTITUTO CUF - DIAGNÓSTICO E TRATAMENTO, S.A. 3 2 - - - - - - - -

ÁGUAS DA FIGUEIRA, S.A. - - - 1 - - - - - -

4 907 1 220 3 557 3 561 6 17 3 132 839 96 4

In addition, the main transactions carried out with other relatedentities in the years ended 31 December 2010 and 2009 are asfollows:

Remuneration of the members of the Company’s corporate boardsin the years ended 31 December 2010 and 2009 was as follows:

170


TANGIBLE FIXED INTANGIBLE OPERATING OPERATINGASSETS ASSETS COSTS INCOME

2010 2009 2010 2009 2010 2009 2010 2009

GRUPO EFACEC 64 515 3 - 13 005 12 730 405 420

AELO - AUTO-ESTRADAS DO LITORAL OESTE, S.A. - - - - - - 4 775 2 385

ELOS - LIGAÇÃO DE ALTA VELOCIDADE, S.A. - - - - - - 3 019 -

M DADOS – SISTEMAS DE INFORMAÇÃO, S.A. - - - - 712 298 - -

JMS - PRESTAÇÃO DE SERVIÇOS ADMINISTRATIVOS E OPERACIONAIS, ACE - - - - - - 568 321

SAGIES - SOC. DE ANÁLISE E GESTÃO DE INSTALAÇÕES E EQUIPAMENTOS SOCIAIS, S.A. - - - - 222 243 - -

JOSÉ DE MELLO SAÚDE - SERVIÇOS DE GESTÃO E CONSULTORIA, LDA - - - - - - 63 36

EID – EMPRESA DE INVESTIGAÇÃO E DESENVOLV. DE ELECTRÓNICA, S.A. - - 1 - 63 4 - -

CLÍNICA CUF CASCAIS, S.A. - - - - - - 8 26

HOSPITAL CUF DESCOBERTAS, S.A. - - - - - - 15 13

INSTITUTO CUF - DIAGNÓSTICO E TRATAMENTO, S.A. - - - - - - 4 4

JOSÉ DE MELLO, SGPS, S.A. - - - - - 7 - -

ÁGUAS DA FIGUEIRA, S.A. - - - - 2 1 - -

64 515 4 - 14 004 13 283 8 857 3 205

2010 2009

EXECUTIVE DIRECTORS:

FIXED REMUNERATION 1 926 1 943

VARIABLE REMUNERATION 737 926

DEFINED BENEFITS 272 272

NON EXECUTIVE DIRECTORS:

FIXED REMUNERATION 649 573

SUPERVISORY BOARD 130 130

3 714 3 844

Remuneration of the key members of the Group’s management inthe years ended 31 December 2010 and 2009 was as follows:

37. APPROVAL OF THEFINANCIAL STATEMENTS

The financial statements for the year ended 31 December 2010were approved by the Board of Directors on 18 March 2011.However, they are still subject to approval by the Shareholders’General Meeting in accordance with commercial legislation inforce in Portugal.

38. STATUTORY OFFICIALAUTODITOR FEES

The remuneration of the Statutory Official Auditor for the yearended 31 December 2010 amounted to 35 thousand Euros.

39. NOTE ADDED FORTRANSLATION

These consolidated financial statements are a translation offinancial statements originally issued in Portuguese. In the event ofdiscrepancies, the Portuguese language version prevails.

S. Domingos de Rana, 18 March 2011

The Accountant, Registered under nº 62018

João Rodrigues

THE BOARD OF DIRECTORS

Vasco Maria Guimarães José de MelloJoão Pedro Stilwell Rocha e MeloJoão Pedro Ribeiro de Azevedo CoutinhoJoão Afonso Ramalho Sopas Pereira BentoAntónio José Nunes de SousaAntónio José Fernandes de SousaAntónio Nogueira LeiteSalvador Alemany MásMartin Wolfgang Johannes ReyLuís Manuel de Carvalho Telles de AbreuRui Alexandre Pires DinizJoão Vieira de AlmeidaDaniel Alexandre Miguel Amaral

171


2010 2009

KEY MANAGERS:

FIXED REMUNERATION 5 944 5 419

VARIABLE REMUNERATION 1 102 981

DEFINED BENEFITS 201 266

7 247 6 666

1. In accordance with legal and statutory provisions, theSupervisory Board issues this Report and Opinion on theManagement Report and other consolidated accountingdocuments of BRISA - Auto-Estradas de Portugal, S.A. that havebeen presented by its Board of Directors for the 2010 financialyear.

2. Throughout the year under review, the Supervisory Boardfollowed the management and the evolution of Company'sbusinesses, having held regular meetings, which included, as arule, the presence of the Director for financial affairs, theCorporate Secretary and the Official Auditor, entities with whomthis Board actively collaborated. It also participated in themeeting of the Board of Directors that approved themanagement report and had access to the minutes of themeetings of this governing body and all financial andmanagement accounting documents relating to either theparent company or its affiliates, as deemed necessary. TheSupervisory Board was not aware of any situation violating legaland statutory rules.

3. With the periodicity deemed suitable, the Supervisory Boardperformed the duties provided in Article 420 of the CompaniesCode; namely, it assessed the accounting principles andvaluation criteria used in the preparation of the financialinformation, which it deemed adequate and it followed theimplementation of the risk management system, thedevelopment of internal audit actions and the efficiency of theinternal control system.

4. The Supervisory Board considers that the Board of Directors’report and the consolidated financial statements for the yearended as of 31 December 2010 (consolidated balance sheet,consolidated income and cash flow statements, the statement ofchanges in equity and the notes to the consolidated financialstatements) provide an adequate view of the consolidatedequity at the end of the financial year and provide a clearunderstanding of how profit and losses originated and how thebusiness evolved.The financial information referred hereinaboveis sustained by adequate accounting records and documentsand was adequately prepared.

5. The Supervisory Board considers that the documentationreferred above, made available by the Board of Directors,including a detailed report of the structure and corporategovernance practices provided in article 245 of the SecuritiesCode, were drawn up according to requirements.

6. The Supervisory Board assessed the legal certification of theconsolidated financial statements issued by the Official Auditorunder the terms of the law, which deserved its agreement; itanalysed the annual audit report issued by the Official Auditorand the audit work developed, which in its opinion, was carriedout with full independence.

7. The Supervisory Board assessed the activity developed and themethodology followed by the External Auditor, which it deemadequate and was informed of the main conclusions of the workcarried out, which were analysed jointly with the ExternalAuditor and which it deemed in overall terms, in accordancewith its own perception of the subject.

8. The Supervisory Board expresses its appreciation for thecollaboration received from the Board of Directors, the OfficialAuditor, the External Auditor and Services in general.

OPINION

In view of the foregoing, the Supervisory Board is of the opinionthat the conditions are met for the General Meeting of Brisa –Auto-Estradas de Portugal, SA to approve the Board of Directors'Report and the Consolidated Financial Statements for 2010.

SUPERVISORY BOARD'S STATEMENT

As expressly requested by the Securities Commission (CMVM), themembers of the Supervisory Board hereby warrant that, as far as theyare aware, the information contained in the Management Report,Consolidated Balance Sheet and Consolidated Income Statementsrelating to 2010 was drawn up in compliance with the applicableaccounting standards and regulations, and that it gives a true and fairview of the assets and liabilities, financial situation and results of theCompany and the companies included in the consolidation, andfaithfully describes the development of respective businesses, theperformance and situation of the Company and its associatecompanies included in the consolidation, and addresses the mainrisks and uncertainties they face.


THE SUPERVISORY BOARD

Francisco Xavier Alves (Chairman)Tirso Olazábal Cavero (Member)Joaquim Patrício da Silva (Member)

172

REPORT AND OPINION OFTHE SUPERVISORY BOARDON THE PRESENTATION OFTHE CONSOLIDATEDFINANCIAL STATEMENTS


INTRODUCTION

1. We have examined the consolidated financial statements ofBrisa – Auto-Estradas de Portugal, S.A., which comprise theconsolidated statement of financial position at December 31,2010 (showing a total of EUR 6 085 591 thousand and totalequity of EUR 1 893 176 thousand including a net income forthe year attributable to the equity holders, of EUR 778 500thousand), the separate statements of consolidated results,consolidated comprehensive income, the changes inconsolidated equity and the consolidated cash flow statementsfor the financial year ending on that date as well as the notes tothe financial statements.

RESPONSIBILITIES

2. It is the responsibility of the board of directors to prepare suchconsolidated financial statements that will present in a true andappropriate manner the financial position of the consolidatedcompanies, consolidated net income from their operations,changes in equity and consolidated cash flows as well as adoptadequate accounting principles and policies and maintainappropriate internal control systems.

3. Our responsibility consists of expressing a professional andindependent opinion, based on our examination of thementioned financial statements.

SCOPE

4. Our examination has been conducted in accordance with thetechnical standards and auditing guidelines of the Portuguesechartered accountants’ society, that require that theexamination shall be planned and executed with a view toobtaining an acceptable degree of comfort about the absence ofmaterially relevant distortions in the consolidated financialstatements. To that end, our examination has included:

- the verification that the financial statements of the companieswhose accounts have been consolidated and, for thesignificant cases where they have not been, the verification bysampling of the basis for the amounts and disclosurescontained therein as well as the evaluation of the estimatesused in their preparation, based on judgments and criteriadefined by the board of directors;

- the verification of consolidation practices and the applicationof the equity method;

- the evaluation of the adequacy of adopted accountingprinciples, their unbiased application and disclosure, in view ofthe circumstances;

- the verification of the applicability of the continuity principle; and- the evaluation of the overall adequacy of the presented

consolidated financial statements.

5. Our examination has also comprised the verification that thefinancial information contained in the consolidatedmanagement report is consistent with the consolidated financialstatements.

6. We consider that the conducted examination provides anacceptable basis for the expression of our opinion.

OPINION

7. In our opinion, the mentioned consolidated financial statementspresent, in a true and appropriate manner, in all materiallyrelevant respects, the consolidated financial position of Brisa –Auto-Estradas de Portugal, S.A. as of December 31, 2010,consolidated net income from its operations, consolidated cashflows and changes in equity in the financial year ending on thatdate in accordance with International Financial ReportingStandards as adopted by the European Union.

REPORT ON OTHER LEGAL REQUIREMENTS

8. It is also our opinion that the information in the consolidatedmanagement report is consistent with the consolidated financialstatements for the year.

EMPHASIS

9. Without affecting the opinion expressed in paragraph 7 and 8above, we draw attention to the following subject:

9.1. As described in detail Note 2 of the notes to theconsolidated financial statements, the entry into force ofthe IFRIC 12 had a significant impact on the Company’sconsolidated financial statements, requiring therestatement of figures relating to 2009, with negativeimpact on equity on transition date (1 January 2009) in theamount of EUR 85 440 thousand.

Lisbon, March 21, 2011

ALVES DA CUNHA, A. DIAS & ASSOCIADOSSociedade de Revisores Oficiais de Contasrepresented by José Duarte Assunção Dias

LEGAL CERTIFICATION OF THE CONSOLIDATEDACCOUNTS

173


174

AUDITORS’ REPORTCONSOLIDATED FINANCIALSTATEMENTS(Translation of a report originally issued in Portuguese)

INTRODUCTION

1. Pursuant to the article 245 of Portuguese Securities Market Code wehereby present our Auditors’ Report on the consolidated financialinformation contained in the Board of Directors’ Report and theaccompanying consolidated financial statements of Brisa – Auto-Estradas de Portugal, S.A. (“the Company”) and its subsidiaries(“Group”) for the year ended 31 December 2010, which comprisethe consolidated statement of financial position as of 31 December2010 (that presents a total of 6 085 591 thousand Euros andshareholders’ equity of 1 893 176 thousand Euros, including a netprofit attributable to the shareholders of the Company of 778 500thousand Euros), the consolidated statements of income, ofcomprehensive income, of changes in shareholders’ equity and ofcash flows for the year then ended and the corresponding notes.

RESPONSIBILITIES

2. The Company’s Board of Directors is responsible for: (i) thepreparation of consolidated financial statements that present a trueand fair view of the financial position of the companies included inthe consolidation, the consolidated results and the comprehensiveincome of their operations, the changes in consolidatedshareholders’ equity and their consolidated cash flows; (ii) thepreparation of historical financial information in accordance withInternational Financial Reporting Standards as adopted by theEuropean Union, which is complete, true, timely, clear, objective andlicit, as required by the Portuguese Securities Market Code; (iii) theadoption of adequate accounting policies and criteria and themaintenance of appropriate system of internal control; and (iv) thedisclosure of any significant facts that have influenced theoperations of the companies included in the consolidation, theirfinancial position, results and comprehensive income of operations.

3. Our responsibility is to perform an audit of the financial informationcontained in the accounting documents referred to above, includingverifying that, in all material respects, the information is complete,true, timely, clear, objective and licit, as required by the PortugueseSecurities Market Code, and to issue a professional and independentreport based on our audit.

SCOPE

4. Our audit was performed in accordance with the Auditing Standards(“Normas Técnicas e as Directrizes de Revisão/Auditoria”) issued bythe Portuguese Institute of StatutoryAuditors (“Ordem dos RevisoresOficiais de Contas”), which require the audit to be planned andperformed with the objective of obtaining reasonable assuranceabout whether the consolidated financial statements are free ofmaterial misstatement. The audit included verifying, on a samplebasis, evidence supporting the amounts and disclosures in theconsolidated financial statements and assessing the significantestimates, based on judgments and criteria defined by the Board ofDirectors, used in their preparation. The audit also included verifyingthe consolidation procedures and that the financial statements of

the companies included in the consolidation have beenappropriately audited, assessing the adequacy of the accountingpolicies used, their uniform application and their disclosure, takinginto consideration the circumstances, verifying the applicability ofthe going concern concept, verifying the adequacy of the overallpresentation of the consolidated financial statements and assessingif, in all material respects, the consolidated financial information iscomplete, true, timely, clear, objective and licit. Our audit alsoincluded verifying that the consolidated financial informationincluded in the Board of Directors’ Report is consistent with theconsolidated financial statements as well as the provisions set out inparagraphs 4 and 5 of Article 451 of the Commercial CompaniesCode (“Código das Sociedades Comerciais”). We believe that ouraudit provides a reasonable basis for expressing our opinion.

OPINION

5. In our opinion, the consolidated financial statements referred to inparagraph 1 above, present fairly in all material respects, theconsolidated financial position of Brisa – Auto-Estradas de Portugal,S.A. and of its subsidiaries as of 31 December 2010 and theconsolidated results and comprehensive income of its operations,the changes on its consolidated shareholders’ equity and itsconsolidated cash flows for the year then ended, in conformity withInternational Financial Reporting Standards as adopted by theEuropean Union which, except for the adoption referred to inparagraph 6 below, have been applied consistently with those of theprior year and the financial information contained therein is, underthe terms of the definitions included in the auditing standardsreferred to in paragraph 4 above, complete, true, timely, clear,objective and licit.

EMPHASIS OF A MATTER

6. As disclosed in Note 2 to the consolidated financial statements andas a consequence of the mandatory adoption of IFRIC 12 – ServiceConcession Arrangements, the Group has implemented thedispositions of this interpretation, reporting it to 1 January 2009,restating, in accordance, the consolidated financial statements of2009. The additional disclosures required in connection with theadoption of this interpretation were included in Note 2 to theconsolidated financial statements.

REPORT ON OTHER LEGAL REQUIREMENTS

7. It is also our opinion that the financial information included in theBoard of Directors’ Report is consistent with the consolidatedfinancial statements for the year and the report on the corporategovernance practices includes the information required to theCompany, under Article 245 - A of the Portuguese Securities MarketCode.

Lisbon, 22 March 2011

Deloitte & Associados, SROC S.A.Represented by Carlos Alberto Ferreira da Cruz


175

ANNUAL REPORT 2010 • 012 TRAFFIC STATISTICS

TR

AF

FIC

ST

AT

IST

ICS

012

BRISA CONCESSION

CIRCULATION(A) ADT CHANGE

SUBSECTION 2009 2010 2009 2010 CIRCULATION ADT

ALVERCA (A1/A9)-V. FRANCA DE XIRA II 1.8 1.8 68 900 68 952 0.1% 0.1%

V. FRANCA DE XIRA II-V. FRANCA DE XIRA I 1.0 1.0 70 825 70 518 -0.4% -0.4%

V. FRANCA DE XIRA I-A1/A10 1.1 1.1 57 538 57 685 0.3% 0.3%

A1/A10-CARREGADO 0.2 0.2 66 868 66 106 -1.1% -1.1%

CARREGADO-AVEIRAS DE CIMA 2.7 2.7 48 193 48 154 -0.1% -0.1%

AVEIRAS DE CIMA-CARTAXO 1.5 1.5 37 442 37 250 -0.5% -0.5%

CARTAXO-SANTARÉM 1.1 1.1 37 904 37 838 -0.2% -0.2%

SANTARÉM-A1/A15 0.2 0.2 41 717 41 445 -0.7% -0.7%

A1/A15-TORRES NOVAS (A1/A23) 3.9 3.8 39 275 39 042 -0.6% -0.6%

TORRES NOVAS (A1/A23)-FÁTIMA 2.0 2.0 27 309 27 216 -0.3% -0.3%

FÁTIMA-LEIRIA 1.5 1.5 27 726 27 674 -0.2% -0.2%

LEIRIA-POMBAL 2.3 2.3 26 464 25 956 -1.9% -1.9%

POMBAL-CONDEIXA 2.7 2.7 26 912 26 653 -1.0% -1.0%

CONDEIXA-COIMBRA SUL 0.8 0.8 29 747 29 042 -2.4% -2.4%

COIMBRA SUL-COIMBRA NORTE (A1/A14) 0.8 0.8 26 412 25 632 -3.0% -3.0%

COIMBRA NORTE (A1/A14)-MEALHADA 1.1 1.1 26 185 25 434 -2.9% -2.9%

MEALHADA-AVEIRO SUL 2.2 2.1 25 283 24 469 -3.2% -3.2%

AVEIRO SUL-ALBERGARIA (A1/IP5) 1.2 1.1 22 077 20 507 -7.1% -7.1%

ALBERGARIA (A1/IP5)-ESTARREJA 1.6 0.9 41 482 25 006 -39.7% -39.7%

ESTARREJA-FEIRA 1.5 1.3 23 655 22 008 -7.0% -7.0%

FEIRA-ESPINHO (IC24) 1.1 1.0 29 658 29 161 -1.7% -1.7%

ESPINHO (IC24)-FEITEIRA 0.9 0.9 32 905 32 542 -1.1% -1.1%

A1 33.2 32.1 32 761 31 673 -3.3% -3.3%

(A) Circulation expressed in 108 veic.km

A1/IP1 - AUTO-ESTRADA DO NORTE

176




FOGUETEIRO-COINA 1,6 1,6 50 557 48 543 -4,0% -4,0%

COINA-PALMELA 1,4 1,4 34 401 33 506 -2,6% -2,6%

PALMELA-A2/A12 0,3 0,2 35 015 33 665 -3,9% -3,9%

A2/A12-MARATECA 1,6 1,6 25 155 24 597 -2,2% -2,2%

MARATECA-A2/A6/A13 0,2 0,2 23 006 22 560 -1,9% -1,9%

A2/A6/A13-ALCÁCER DO SAL 1,7 1,7 19 324 18 879 -2,3% -2,3%

ALCÁCER DO SAL-GRÂNDOLA NORTE 1,4 1,4 17 249 16 820 -2,5% -2,5%

GRÂNDOLA NORTE-GRÂNDOLA SUL 0,8 0,7 13 401 12 837 -4,2% -4,2%

GRÂNDOLA SUL-ALJUSTREL 1,2 1,2 10 614 10 179 -4,1% -4,1%

ALJUSTREL-CASTRO VERDE 1,0 1,0 10 489 10 031 -4,4% -4,4%

CASTRO VERDE-ALMODÔVAR 0,7 0,7 11 581 11 056 -4,5% -4,5%

ALMODÔVAR-S.B. MESSINES 1,4 1,4 11 805 11 281 -4,4% -4,4%

S.B. MESSINES-PADERNE (A22) 0,5 0,5 11 633 11 122 -4,4% -4,4%

A2 13,9 13,5 16 971 16 396 -3,4% -3,4%


A2/IP1 - AUTO-ESTRADA DO SUL



MAIA-SANTO TIRSO 2,4 2,4 50 396 50 514 0,2% 0,2%

SANTO TIRSO-FAMALICÃO 0,9 0,9 43 979 44 072 0,2% 0,2%

FAMALICÃO-CRUZ 0,7 0,7 22 086 22 363 1,3% 1,3%

CRUZ-BRAGA SUL 0,5 0,5 18 858 19 145 1,5% 1,5%

BRAGA SUL-BRAGA POENTE 0,1 0,1 7 327 7 362 0,5% 0,5%

BRAGA POENTE-EN 201 0,5 0,5 6 858 6 807 -0,7% -0,7%

EN201-PONTE DE LIMA SUL 0,3 0,3 7 849 7 773 -1,0% -1,0%

PONTE DE LIMA SUL-PONTE DE LIMA NORTE 0,0 0,0 10 532 10 453 -0,7% -0,7%

PONTE DE LIMA NORTE-EN 303 0,6 0,5 7 429 6 979 -6,1% -6,1%

EN 303-VALENÇA 0,2 0,2 7 239 6 806 -6,0% -6,0%

BRAGA SUL-CELEIRÓS 0,1 0,1 15 633 15 881 1,6% 1,6%

CELEIRÓS-EN14 0,1 26 097

A3 6,3 6,3 17082 17 008 0,9% -0,4%


A3/IP1 - AUTO-ESTRADA PORTO-VALENÇA

177


178




ERMESINDE-VALONGO 0,6 0,6 39 710 40 424 1,8% 1,8%

VALONGO-CAMPO 0,7 0,7 36 901 37 924 2,8% 2,8%

CAMPO-BALTAR 0,7 0,7 29 013 30 080 3,7% 3,7%

BALTAR-PAREDES 0,5 0,5 24 733 25 618 3,6% 3,6%

PAREDES-GUILHUFE 0,2 0,2 21 362 22 099 3,5% 3,5%

GUILHUFE-PENAFIEL 0,2 0,2 20 726 21 383 3,2% 3,2%

PENAFIEL-CASTELÕES (A4/IP9) 0,5 0,5 18 502 18 907 2,2% 2,2%

CASTELÕES (A4/IP9)-AMARANTE POENTE 0,8 0,8 15 510 15 390 -0,8% -0,8%

A4 4,2 4,3 23 805 24 321 2,2% 2,2%


A4/IP4 - AUTO-ESTRADA PORTO-AMARANTE



ESTÁDIO NACIONAL-OEIRAS 1,6 1,6 124 825 121 718 -2,5% -2,5%

OEIRAS-CARCAVELOS 1,0 1,0 81 739 78 980 -3,4% -3,4%

CARCAVELOS-ESTORIL 0,9 0,9 53 318 52 250 -2,0% -2,0%

ESTORIL-ALCABIDECHE 0,4 0,4 38 592 37 692 -2,3% -2,3%

ALCABIDECHE-ALVIDE 0,1 0,1 26 167 32 691 24,9% 24,9%

ALVIDE-CASCAIS 0,1 0,2 22 299 27 853 24,9% 24,9%

A5 4,1 4,1 67 193 66 339 -1,3% -1,3%


A5/IC15 - AUTO-ESTRADA DA COSTA DO ESTORIL



A2/A6/A13-VENDAS NOVAS 0,6 0,6 8 889 8 781 -1,2% -1,2%

VENDAS NOVAS-MONTEMOR-O-NOVO POENTE 0,6 0,6 8 259 8 096 -2,0% -2,0%

MONTEMOR-O-NOVO POENTE-MONTEMOR-O-NOVO NASCENTE 0,2 0,1 7 563 7 405 -2,1% -2,1%

MONTEMOR-O-NOVO NASCENTE-ÉVORA POENTE 0,4 0,4 6 676 6 545 -2,0% -2,0%

ÉVORA POENTE-ÉVORA NASCENTE 0,2 0,2 3 104 3 025 -2,6% -2,6%

ÉVORA NASCENTE-ESTREMOZ 0,4 0,4 3 868 3 788 -2,1% -2,1%

ESTREMOZ-BORBA 0,1 0,1 2 899 2 839 -2,1% -2,1%

BORBA-ELVAS POENTE 0,2 0,2 2 847 2 766 -2,8% -2,8%

A6 2,7 2,6 5 285 5 182 -1,9% -1,9%


A6/IP7 - AUTO-ESTRADA MARATECA (A2)-CAIA



ESTÁDIO NACIONAL (A5/A9)-QUELUZ 0,5 0,4 39 087 34 895 -10,7% -10,7%

QUELUZ-A9/A16 0,5 0,4 43 310 35 931 -17,0% -17,0%

A9/A16-RADIAL PONTINHA 0,5 0,5 45 524 43 309 -4,9% -4,9%

RADIAL PONTINHA-RADIAL ODIVELAS 0,7 0,6 28 280 25 425 -10,1% -10,1%

RADIAL ODIVELAS-A8/A9 0,4 0,3 29 344 27 323 -6,9% -6,9%

A8/A9-BUCELAS (ZAMBUJAL) 0,3 0,3 24 291 22 815 -6,1% -6,1%

BUCELAS (ZAMBUJAL)-A9/A10 0,5 0,4 15 662 14 486 -7,5% -7,5%

A9/A10-ALVERCA 0,1 0,1 9 091 8 893 -2,2% -2,2%

A9 3,4 3,1 27 165 24 713 -9,0% -9,0%


A9/IC18 - CRELCIRCULAR REGIONAL EXTERIOR DE LISBOA



A9/A10-ARRUDA DOS VINHOS 0,3 0,3 12 356 11 843 -4,1% -4,1%

ARRUDA DOS VINHOS-CARREGADO 0,4 0,3 9 090 8 193 -9,9% -9,9%

CARREGADO-BENAVENTE 0,3 0,3 5 817 5 818 0,0% 0,0%

BENAVENTE-A10/A13 0,1 0,1 2 394 2 328 -2,8% -2,8%

A10 1,0 1,0 7 219 6 870 -4,8% -4,8%


A10/IC2 - AUTO-ESTRADABUCELAS (CREL)-CARREGADO-IC3



MONTIJO-PINHAL NOVO 0,8 0,7 20 474 19 808 -3,3% -3,3%

PINHAL NOVO-A2/A12 0,7 0,7 19 795 19 181 -3,1% -3,1%

A2/A12-SETÚBAL 0,6 0,6 30 732 29 420 -4,3% -4,3%

A12 2,0 2,0 22 367 21 586 -3,5% -3,5%


A12/IC3 - AUTO-ESTRADASETÚBAL-MONTIJO

179




ALMEIRIM-SALVATERRA MAGOS 0,4 0,4 4 646 4 406 -5,1% -5,1%

SALVATERRA MAGOS-A13/A10 0,2 0,2 4 642 4 424 -4,7% -4,7%

A13/A10-STO. ESTEVÃO 0,2 0,2 6 018 5 753 -4,4% -4,4%

STO. ESTEVÃO-PEGÕES 0,4 0,4 5 760 5 493 -4,6% -4,6%

PEGÕES-MARATECA 0,2 0,2 5 688 5 418 -4,8% -4,8%

A13 1,5 1,4 5 243 4 993 -4,8% -4,8%


A13/IC3/IC11 - AUTO-ESTRADA ALMEIRIM-MARATECA

180




SANTA EULÁLIA-MONTEMOR-O-VELHO 0,1 0,1 4 593 4 491 -2,2% -2,2%

MONTEMOR-O-VELHO-EN335 0,1 0,1 4 782 4 658 -2,6% -2,6%

EN335-ANÇÃ 0,2 0,2 4 936 4 852 -1,7% -1,7%

ANÇÃ-COIMBRA NORTE (A14/A1) 0,1 0,1 7 972 7 988 0,2% 0,2%

A14 0,5 0,5 5 327 5 244 -1,5% -1,5%




BRISA 73,0 70,9 19 754 19 178 -2,8% -2,9%


A14/IP3 - AUTO-ESTRADAFIGUEIRA DA FOZ-COIMBRA (NORTE)

ATLÂNTICO CONCESSION



ARNOIA - A DOS NEGROS (PAGANTE) 0,1 0,1 4 571 4 503 -1,5% -1,5%A DOS NEGROS - A DOS FRANCOS 0,2 0,2 5 584 5 598 0,2% 0,2%A DOS FRANCOS - RIO MAIOR OESTE 0,1 0,1 4 612 4 628 0,4% 0,4%RIO MAIOR OESTE - RIO MAIOR ESTE 0,1 0,1 4 438 4 447 0,2% 0,2%RIO MAIOR ESTE - MALAQUEIJO 0,2 0,2 5 918 5 895 -0,4% -0,4%MALAQUEIJO - NÓ A1/A15 0,2 0,2 5 933 5 941 0,1% 0,1%A15 0,8 0,8 5 404 5 402 0,0% 0,0%

(A) CIRCULATIONem 108 veic.km



ATLÂNTICO 8,9 8,7 17 013 16 520 -2,9% -2,9%


A15/IP6 - AUTO-ESTRADACALDAS DA RAÍNHA-SANTARÉM



LOURES - CREL 0,3 0,2 45 941 43 940 -4,4% -4,4%CREL - LOUSA 1,6 1,5 55 560 52 612 -5,3% -5,3%LOUSA - MALVEIRA 0,4 0,4 51 484 48 348 -6,1% -6,1%MALVEIRA - ENXARA 0,8 0,8 29 479 28 434 -3,5% -3,5%ENXARA - TORRES VEDRAS SUL 1,0 0,9 28 089 27 261 -2,9% -2,9%TORRES VEDRAS SUL - TORRES VEDRAS NORTE (PAGANTE) 0,5 0,5 22 220 21 487 -3,3% -3,3%TORRES VEDRAS NORTE - RAMALHAL 0,2 0,2 24 472 23 861 -2,5% -2,5%RAMALHAL - CAMPELOS 0,6 0,6 18 425 17 904 -2,8% -2,8%CAMPELOS - BOMBARRAL 0,5 0,5 17 889 17 417 -2,6% -2,6%ZONA INDUSTRIAL - TORNADA (PAGANTE) 0,2 0,2 12 160 11 871 -2,4% -2,4%TORNADA - ALFEIZERÃO 0,4 0,4 13 410 13 145 -2,0% -2,0%ALFEIZERÃO - VALADO DE FRADES 0,6 0,6 13 352 13 176 -1,3% -1,3%VALADO DE FRADES - PATAIAS 0,3 0,3 13 516 13 375 -1,0% -1,0%PATAIAS - MARINHA GRANDE SUL 0,5 0,5 13 246 13 118 -1,0% -1,0%MARINHA GRANDE SUL - A17 0,1 0,1 13 211 13 186 -0,2% -0,2%MARINHA GRANDE SUL - MARINHA GRANDE ESTE 0,0 0,0 6 646 6 428 -3,3% -3,3%A17 - MARINHA GRANDE ESTE 0,0 0,0 7 754 7 735 -0,2% -0,2%MARINHA GRANDE ESTE - LEIRIA SUL 0,1 0,1 6 168 6 286 1,9% 1,9%A8 8,2 7,9 21 510 20 828 -3,2% -3,2%


A8/IC1 - AUTO-ESTRADA DO OESTE

181


LITORAL CENTRO (BRISAL) CONCESSION



MARINHA GRANDE - LEIRIA (NORTE) 0,3 0,3 7 623 7 991 5,9% 4,8%

LEIRIA (NORTE) - MONTE REAL 0,1 0,2 9 068 9 415 4,8% 3,8%

MONTE REAL - MONTE REDONDO 0,2 0,2 8 954 9 259 4,3% 3,4%

MONTE REDONDO - GUIA 0,2 0,2 8 852 9 177 4,6% 3,7%

GUIA - LOURIÇAL (IC8) 0,2 0,2 8 648 8 956 4,5% 3,6%

LOURIÇAL (IC8) / MARINHA DAS ONDAS 0,2 0,2 7 863 8 134 4,5% 3,4%

MARINHA DAS ONDAS / A14 0,5 0,5 7 645 7 865 4,0% 2,9%

A14 / QUIAIOS 0,2 0,2 7 042 7 221 3,7% 2,5%

QUIAIOS / TOCHA 0,4 0,5 8 176 8 542 5,5% 4,5%

TOCHA / MIRA 0,3 0,3 8 402 8 739 5,0% 4,0%

MIRA / MIRA PV 0,1 0,2 9 040 9 361 4,5% 3,6%

A17 2,7 2,9 8 125 8 509 4,7% 4,7%




BRISAL 2,7 2,9 8 125 8 509 4,7% 4,7%


A17/IC1 - AUTO-ESTRADAMARINHA GRANDE (A8) - MIRA

182


ADT CHANGE

SUBSECTION 2009 2010 ADT

NORTHWEST PARKWAY 10 592 10 936 3,2%

NORTHWEST PARKWAY

NORTHWEST PARKWAY CONCESSION

183


RELATÓRIO& CONTAS

2010

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