annual accounts 2007 - Abertis · Deferred income tax liabilities 17 1,200,090 1,249,548...

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annual accounts 2007

Transcript of annual accounts 2007 - Abertis · Deferred income tax liabilities 17 1,200,090 1,249,548...

Page 1: annual accounts 2007 - Abertis · Deferred income tax liabilities 17 1,200,090 1,249,548 Obligations for employee benefits 18 70,481 80,034 Provisions and other liabilities 19 197,292

annual accounts 2007

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p. 04 1. Consolidated Annual Accounts and Management Reportp. 78 2. Annual Accounts and Management Report

index

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p. 04 1. Consolidated Annual Accounts and Management ReportConsolidated balance sheets at 31 DecemberConsolidated profit and loss accounts at 31 DecemberConsolidated statements of income and expense recognised in net equityConsolidated cash flow statementsNotes To The 2007 Consolidated Annual Accounts1. General Information2. Basis of Presentation3. Accounting Policies4. Management of Financial Risk5. Property, Plant and Equipment and Reversible Assets6. Goodwill and other Intangible Assets7. Investment Property8. Investments in Associates9. Available-For-Sale Financial Assets10. Derivative Financial Instruments11. Trade and Other Receivables12. Cash and Cash Equivalents13. Net Equity14. Borrowings15. Deferred Income16. Trade and Other Payables17. Corporate Income Tax18. Liabilities for Employee Benefits19. Provisions and Other Liabilities20. Income and Expenses21. Contingencies and Commitments22. Business Combinations23. Shareholdings in Multigroup Companies24. Environment25. Segment Reporting26. Related Parties27. Share-Based Payments28. Other Information29. Subsequent EventsAppendix I. Subsidiary companies included in consolidation scopeAppendix II. Multigroup companies included in consolidation scopeAppendix III. Associates included in consolidation scope

p. 68 Consolidated management report for 2007

p. 06p. 08p. 09p. 10p. 12p. 12p. 12p. 16p. 23p. 24p. 26p. 28p. 28p. 30p. 31p. 32p. 33p. 33p. 39p. 40p. 40p. 40p. 42p. 44p. 45p. 46p. 46p. 47p. 48p. 48p. 50p. 54p. 54p. 56p. 58p. 64p. 64

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ASSETS Notes 2007 2006

Non-current assets

Property, plant and equipment and reversible assets 5 9,559,380 9,609,848

Goodwill 6 3,957,454 3,935,343

Other intangible assets 6 2,730,812 2,869,807

Property investments 7 235,414 -

Investments in associates 8 1,711,019 690,233

Deferred income tax assets 17 454,160 491,533

Available-for-sale financial assets 9 893,770 579,855

Derivative financial instruments 10 115,208 16,625

Trade and other receivables 11 105,118 77,840

Non-current assets 19,762,335 18,271,084

Current assets

Inventories - 22,780 12,978

Trade and other receivables 11 679,579 600,323

Derivative financial instruments 10 191 485

Cash and cash equivalents 12 362,626 332,465

Current assets 1,065,176 946,251

Assets 20,827,511 19,217,335

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Consolidated balance sheets at 31 December (thousand Euros)

These consolidated balance sheets should be read together with the Notes to the accounts on pages 12 to 67.

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NET EQUITY Notes 2007 2006

Capital and reserves attributable to the Company’s equity holders

Capital 13 1,915,226 1,824,025

Share premium 13 579,690 579,690

Treasury shares 13 (62,627) (68,000)

Reserves 13 320,979 271,402

Retained earnings and other reserves 13 1,137,597 845,674

3,890,865 3,452,791

Minority interests in equity 13 1,128,713 993,830

Net equity 5,019,578 4,446,621

LIABILITIES

Non-current liabilities

Borrowings 14 11,668,353 11,103,688

Derivative financial instruments 10 118,242 88,872

Deferred income 15 43,464 51,021

Deferred income tax liabilities 17 1,200,090 1,249,548

Obligations for employee benefits 18 70,481 80,034

Provisions and other liabilities 19 197,292 201,337

Non-current liabilities 13,297,922 12,774,500

Current liabilities

Borrowings 14 1,495,821 1,330,794

Derivative financial instruments 10 585 2,510

Trade and other payables 16 466,294 400,681

Current tax liabilities - 205,477 138,910

Provisions and other liabilities 19 341,834 123,319

Current liabilities 2,510,011 1,996,214

Liabilities 15,807,933 14,770,714

Net equity and liabilities 20,827,511 19,217,335

Consolidated balance sheets at 31 December (thousand Euros)

These consolidated balance sheets should be read together with the Notes to the accounts on pages 12 to 67.

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8 Consolidated Annual Accounts and Management Report

Notes 2007 2006

Rendering of services 20 3,539,607 3,242,986

Other operating income 20 54,285 59,878

Own work capitalised - 13,755 10,058

Other income 20 12,489 22,070

Operating income 3,620,136 3,334,992

Personnel expenses 20 (546,811) (472,822)

Other operating expenses - (778,683) (751,006)

Variation in trade provisions - (862) 551

Variation in provision for asset impairment 5/6/9 4,829 (4,902)

Depreciation and amortisation expenses 5/6/7 (789,351) (750,434)

Other expenses - (24,498) (13,178)

Operating expenses (2,135,376) (1,991,791)

Operating profit 1,484,760 1,343,201

Variation in valuation of hedging instruments 20 4,585 7,281

Financial income 20 126,532 88,295

Financial expense 20 (669,802) (556,109)

Net financial result (538,685) (460,533)

Results of companies consolidated by equity accounting 13 100,168 46,942

Profit before tax 1,046,243 929,610

Corporate income tax 17 (289,744) (354,778)

Net income for the year 756,499 574,832

Attributable to minority interests 13 74,319 44,802

Attributable to the company’s equity holders 682,180 530,030

Earnings per share (expressed in € per share)

- basic 13 1.098 0.899

- diluted 13 1.098 0.899

Consolidated profit and loss accounts at 31 December (thousand Euros)

These consolidated profit and loss accounts should be read together with the Notes included in pages 12 to 67.

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Notes 2007 2006

Net fair value gains (gross of tax) of available-for-sale financial assets 9/13 40,984 133,961

Cash flow hedges / net foreign investment 10 124,329 30,606

Currency translation differences 13 (69,672) 9,070

Others - 8,049 12,329

Actuarial profit and loss 13/18 12,509 (2,578)

Tax on items taken directly to or transferred from net equity - (38,751) (19,667)

Net income recognised directly in net equity 77,448 163,721

Net income for the year 756,499 574,832

Total recognised income for the year 833,947 738,553

Attributable to:

- The Company’s equity holders 759,786 693,092

- Minority interests 74,161 45,461

833,947 738,553

Consolidated statements of income and expense recognised in net equity (thousand Euros)

These consolidated statements of recognised income and expense should be read together with the Notes to the accounts on pages 12 to 67.

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10 Consolidated Annual Accounts and Management Report

Notes 2007 2006

Net cash flow from operating activities:

Net income for the year 756,499 574,832

Adjustments to:

Taxes 17 289,744 354,778

Depreciation and amortisation for the year 5/6/7 789,351 750,434

Variation in asset impairment provision 5/8/9 (4,829) 4,902

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

intangible assets and other assets - 12,009 (8,892)

(Profit)/loss on hedging instruments 20 (4,585) (7,281)

Variation in post-employment provisions 18 22,811 11,857

Variation in other provisions 19 1,691 (5,186)

Dividend income 20 (16,800) (16,530)

Interest income 20 (109,732) (71,765)

Interest expense 20 669,802 556,109

Release of deferred income to profit and loss 15 (3,769) (3,974)

Share in results of associates consolidated by equity accounting 8 (100,168) (46,942)

2,302,024 2,092,342

Variation in current assets/liabilities:

Inventories (9,721) 2,535

Trade and other receivables (72,987) (97,236)

Derivative financial instruments (1,631) (12,360)

Trade and other payables 53,092 (66,071)

Other current liabilities 189,041 10,257

157,794 (162,875)

Cash flow generated by operations 2,459,818 1,929,467

Corporate income tax paid (238,310) (220,451)

Interest paid (669,802) (556,109)

Non current trade and other receivables (25,280) 69,464

(A) Total Net Cash Flow from Operations 1,526,426 1,222,371

Consolidated cash flow statements (thousand Euros)

These consolidated cash flow statements should be read together with the Notes to the accounts on pages 12 to 67.

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Notes 2007 2006

Net cash flow from investing activities:

Business combinations and changes in consolidation scope - 93,089 (3,634,462)

Acquisition of shareholdings in associates 8 (1,080,172) (44,047)

Proceeds from sale of property, plant and equipment 12,814 36,838

Purchases of property, plant and equipment and intangible assets and

investment property 5/6/7 (751,402) (487,901)

Purchases of available-for-sale financial assets 9 (273,225) (2,850)

Utilisation of provision for post-employment benefits 18 (10,710) (13,075)

Utilisation of other provisions 19 (5,339) (4,670)

Interest received 20 109,732 71,765

Dividends received from associates and shareholdings 8/20 92,147 76,237

Payments to minority interests 13 (40,561) -

Other creditors 19 (9,550) 32,632

Others - (3,285) 8,272

(B) Total Net Cash Flow from Investing Activities (1,866,462) (3,961,261)

Net cash flow from financing activities:

Receipt / (Payment) of borrowings - 695,530 3,179,621

Dividends paid to equity holders of the Parent Company 13 (330,756) (293,654)

Receipt / Refund of grants and other deferred income 15 50 319

Treasury shares 13 5,373 96,477

(C) Total Net Cash Flow from Financing Activities 370,197 2,982,763

Net (decrease) / increase in cash and cash equivalents (A)+(B)+(C) 30,161 243,873

Opening balance of cash and cash equivalents 332,465 88,592

Closing balance of cash and cash equivalents 362,626 332,465

Consolidated cash flow statements (thousand Euros)

These consolidated cash flow statements should be read together with the Notes to the accounts on pages 12 to 67.

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NOTES TO THE 2007 CONSOLIDATED ANNUAL ACCOUNTS

NOTE 1. GENERAL INFORMATION

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

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

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

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

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

The lists of the subsidiary and multi-group companies of abertis, which together with the parent Company make up the consolidatedgroup (hereinafter, the Group) at 31 December 2007 are set out in Appendix I and Appendix II, respectively.

The aggregates contained in all the financial statements that form part of the consolidated annual accounts (consolidated balancesheet, consolidated profit and loss account, consolidated statement of income and expenses recognised in the net equity, consolidatedcash flow statement and the notes to the consolidated annual accounts) are expressed in thousand Euros.

NOTE 2. BASIS OF PRESENTATION

a) Basis of presentation

These consolidated annual accounts have been prepared in accordance with the International Financial Reporting Standards adoptedby the European Union under Regulation (EC) No. 1606/2002 of the European Parliament and the Council on 19 July 2002 and othersin force at 31 December 2007 (hereinafter, IFRS). In addition, the obligation to present consolidated annual accounts under EUapproved IFRS is governed by the final eleventh provision of the Tax, Administrative and Corporate Measures Act, Law 62/2003/30December (Official State Gazette (BOE) of 31 December 2004).

These consolidated annual accounts prepared under IFRS have been prepared by the Directors of abertis in order to provide a true andfair view of its equity, financial situation for the year ended 31 December 2007, consolidated results from its operations, the changes inconsolidated equity and cash flows in accordance with the above-mentioned legislation in force.

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

As stated in Note 3.q, at the date of preparation of these consolidated annual accounts, there are standards and interpretations(especially those for the industry relating to concession contracts – IFRIC 12) which, during 2007, have been under review and werebeing studied by the corresponding international regulatory bodies, as well as other standards and interpretations that are also underreview. In any case, the application of these will be considered by the Group once they are approved by the European Union, as thecase may be.

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

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

• Estimated loss for impairment of goodwill (see Notes 3.c and 6).

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

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

• Useful life of the property, plant and equipment and intangible assets (see Notes 3.a and 3.b).

• Actuarial hypotheses used in determining the liabilities for post-employment obligations (see Notes 3.l and 18).

• Deferred taxes (see Notes 3.k and 17).

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

The consolidated annual accounts, as well as the notes to the accounts, have been prepared on the basis of uniformity in recognitionand valuation. If new standards modifying the existing valuation principles become applicable, they will be applied in accordance withthe transition criteria set down in said standards.

Certain amounts in the consolidated profit and loss account and the consolidated balance sheet have been grouped together forclarity, with their breakdown being shown in the Notes to the consolidated annual accounts.

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

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

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

b) Consolidation principles

i) Consolidation methods

Subsidiary Companies Subsidiary Companies are all those entities in which abertis directly or indirectly controls the financial and operating policies. Thisnormally occurs with a holding in which it holds more than half of the voting rights. Additionally, in order to evaluate whether abertiscontrols another entity, the existence and effect of potential voting rights that are can be exercised or convertible at this time are alsoconsidered. Subsidiary companies are consolidated as from the date on which control passes to abertis, and they are de-consolidatedon the date that control ceases to exist.

Subsidiary companies are fully consolidated, except in the case of those companies that do not represent a significant interest in thecontext of the consolidated annual accounts. These companies are consolidated by equity accounting (see Appendix I).

Appendix I to these Notes provides a breakdown of critical information on all the subsidiary companies included in the consolidationscope at 31 December 2007.

Multigroup Companies (Joint Ventures)These are companies that have a contractual agreement with a third party to share control of their activity and where the strategicfinancial and operating decisions related thereto require the unanimous agreement of all the parties that share control.

The interests of the Group in joint ventures are accounted for under the method of proportional consolidation, except thosecompanies that do not represent a significant interest in the context of the consolidated annual accounts, which are consolidated byequity accounting (see Appendix II).

Appendix II to these Notes gives information on the multigroup companies included in consolidation scope at 31 December 2007.

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

Investments in associates and in those excluded from the above two categories are accounted for by equity accounting and initiallystated at acquisition cost. The shareholding of abertis in associates includes, as per IAS 28, goodwill (net of any loss or accumulatedimpairment) identified in the acquisition and recorded under “Investments in associates” in the consolidated balance sheet.

Thereafter, the share of abertis in the earnings and reserves of associates is recognised in the consolidated profit and loss account andas consolidation reserves, respectively, with the value of the shareholding as the balancing entry in both cases. Dividend receipts afteracquisition are adjusted against the value of the shareholding.

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

Appendix III to these Notes provides the particulars of the associates included in the consolidation scope under equity accounting at31 December 2007.

ii) Standardisation of timing and valuation

Except for Eutelsat Communications, S.A. (included in the consolidation scope in 2007) which year end is 30 June, all the companiesincluded in the consolidation scope close their financial year on 31 December and for the purposes of the consolidation process therespective financial statements prepared under IFRS principles have been used. However, in accordance with current legislation, thesecompanies present individual annual accounts in accordance with the standards applicable in their country of origin.

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

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

iii) Differences on first consolidation

The Group uses the acquisition method to account for the acquisition of subsidiary companies. The acquisition cost is the fair value ofthe assets, the equity and the liabilities on acquisition date, plus the costs directly attributed to the acquisition itself.

The assets acquired and the liabilities and contingencies assumed are initially valued at their fair value on acquisition date, includingthe corresponding minority interest. The excess of the acquisition cost over the fair value of the shareholding is accounted for asgoodwill on consolidation, which is assigned to the respective cash generating unit.

On the contrary, if the acquisition cost is less than the fair value of the equity of the company acquired, the difference is immediatelyrecognised directly in the consolidated profit and loss account for the year.

However, under the provisions of IFRS-1 “First-time adoption of the International Financial Reporting Standards”, goodwill fundsresulting from business combinations prior to 1 January 2004 (IFRS transition date) have not been re-estimated based on the criteriadescribed above.

Furthermore, in accordance with IFRS-3, consolidation goodwill ceased to be written off on a straight-line basis as from 1 January 2004(IFRS transition date).

That is why the possible impairment of assets of this type is tested to determine whether its value has declined to an amount belowthe net cost existing at the transition date, recording, if necessary, the necessary charge against the consolidated profit and lossaccount for the year (see Note 3.c). Losses for impairment of consolidation goodwill are not subsequently reversed.

If successive acquisitions are carried out (purchase by stages), each transaction, as per IFRS-3, is considered separately using theinformation on the transaction cost and the fair value of the shareholding acquired on the date of each exchange, in order todetermine the goodwill related to each acquisition based on the criteria described above.

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

iv) Elimination of internal operations

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

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

v) Translation of financial statements in foreign currencies

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

• Net equity is translated at historical exchange rates.

• Entries in the profit and loss account are translated using the average exchange rate for the period as an approximation of theexchange rate at the transaction date.

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

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

vi) Others

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

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

vii) Variations in the consolidation scope

The most significant changes in the consolidation scope and in the companies included therein during 2007 were the following:

• Acquisition through Abertis Telecom, S.A. of 31.96% of the European satellite operator Eutelsat Communications, S.A. (see Note 22).At 31 December 2007 abertis holds a 31.57% interest as a result of several capital increases not subscribed by abertis.

• Decrease in the shareholding of abertis on Holding d’Infraestructures de Transport S.A.S (HIT) from 57.55% to 52.55%.

• Increase in the shareholding of Iberpistas, S.A.C.E in Autopista de León S.A.C.E (aulesa) by 20.8% up to a 100% interest.

• Increase in the shareholding of abertis in Saba Aparcamientos, S.A., from 99.30% to 99.32%.

• Incorporation of Abertis México S.L., fully owned by abertis.

• Decrease of the shareholding of Tradia Telecom, S.A. in Acquisition de Emplazamientos, S.L. (Adesal) from 100% to 51%.

• Increase of the shareholding of Abertis Logística, S.A. in Araba Logística, S.A. (arasur) from 43.76% to 43.98%.

• Decrease of the shareholding of Iberpistas S.A.C.E. in Alazor Inversiones S.A. from 35.22% to 35.12%.

• Takeover merger effective as of 1 April 2007 of Masternaut, S.A. and Webraska. The resulting company is owned by National P S.A.S(28.54%) and by Sanef, S.A. (68.04%), and, accordingly, the shareholding of abertis through Holding d’Infraestructures de TransportS.A.S (HIT) is 50.75%.

• Incorporation of abertis Sanef Logistique S.A.S., 50% owned by Sanef, S.A. and 50% by abertis Logística, S.A.

• Incorporation of Logística Chile Limitada, 99.99% owned by Abertis Infraestructuras Chile Ltda. and 0.01% owned by abertisLogística, S.A.

• Incorporation of Santa Caterina, S.L., 92% owned by Saba Aparcamientos, S.A.

• Acquisition of 99.99% of Sociedad Concesionaria Plaza de la Ciudadanía by Saba Estacionamientos de Chile, S.A.

• Inclusion effective 1 January 2007 of SFB Fueling US, 50% owned by SFB Fueling Holding US (dormant until that time).

Additionally, during the year the following internal transfers of shareholdings and changes in consolidation methods have taken place:

• Transfer of the shareholding of Iberpistas S.A.C.E in Abertis Autopistas España, S.A. (formerly Ibermadrid, S.A.) to abertis.

• Effective 1 January 2007 the subsidiary companies Autopistas de León S.A.C.E. (aulesa), Abertis Infraestructuras Chile Ltda., Gestora deAutopistas S.A. (gesa), Acesa Italia, S.r.L. and Serviabertis, S.L. have become fully consolidated and the multi-group companies AutopistaTrados 45, S.A., Araba Logística, S.A. (arasur) and Adquisición de Emplazamientos, S.L. (adesal) have become proportionally consolidated.Previously, these companies were consolidated by the equity method.

Furthermore, the most significant variations in the consolidation scope and in the consolidated companies during 2006 were asfollows:

• Acqusition through Holding d’Infraestructures de Transport, S.A.S. (HIT) of the toll motorway concessionaire Autoroutes du Nord et del’Est de la France (Sanef).

• Incorporation of the Dutch company HIT Finance B.V., fully owned by Holding d’Infraestructures de Transport, S.A.S. (HIT).

• Incorporation of Abertis US Corp., fully owned by abertis.

• Increase in shareholding in Iberpistas, S.A.U.C.E. in Alazor Inversiones S.A. from 31.22% to 35.22%.

• Liquidation of Vasco Aragonesa de Servicios y Concesiones, S.A. (dormant company), which was fully owned by Autopistas Vasco-Aragonesa, C.E.S.A. (avasa).

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• Liquidation of Áreas de Servicio y Mantenimiento, S.A., (dormant company) which was fully owned by avasa.

• Merger effective as from 1 January 2006 of Servicios Audiovisuales Overon, S.L, formerly Servicios Audiovisuales Alella, with thecompanies Mediasat and Globecast. As a result of the merger the shareholding of abertis in Overon fell from 100% to 51%.

• Incorporation of Saba Aparcamientos de Levante, S.L., 50% owned by Saba.

• Incorporation of Saba Inmobiliaria de Aparcamientos S.L., fully owned by Saba.

• Sale of 30% of Societat Pirenaica d´Aparcaments, S.A (spasa), reducing the shareholding of Saba from 90% to 60%.

• Incorporation of Bologna Fiera Scarl, 12.41% owned by Saba Italia.

• Incorporation Consorci de Plataformas Logístiques, S.L (CPL), 51% owned by Abertis Logística, S.A. and 49% owned by CentroIntermodal de Logística, S.A, which in turn is 32% owned by Abertis Logística, S.A.

• Increase of shareholding of Abertis Logística, S.A. in Araba Logística, S.A. (arasur) from 42.61% to 43.76%.

Additionally, during 2006 the following internal transfers of shareholdings took place:

• Transfer of the shareholding of Abertis Portugal SGPS, S.A (formerly Autopistas SGPS, S.A.) from Autopistas C.E.S.A. (acesa) to abertis.

• Transfer of the shareholding that abertis held in Sociedad Concesionaria del Elqui, S.A. to Abertis Infraestructuras Chile (formerlyIberpistas Chile).

NOTE 3. ACCOUNTING POLICIES

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

a) Property, plant and equipment and reversible assets

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

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

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

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

The costs of repairs and maintenance are charged to the consolidated profit and loss account in the year in which they are incurred.

The investment in motorways recorded by the concessionaire companies mainly includes the following: acquisition of land, studies andconstruction work completion certificates, financial costs, investment in tunnels, signage, installations and toll machinery, etc. Theseinvestments revert to the respective concession granting Administration at the end of the concession.

In the case of motorway concessionaire companies, the future investments in replacement or substitution that can be reasonablyestimated and which estimated useful life exceeds the date when the concession ends, are provided for at the projected net carryingvalue (based on their useful life) at that date, and booked against property, plant and equipment at the present value stated at thebeginning of the concession, with a charge to results for each year related to the present value of said provision using the effectiveinterest method.

The depreciation of property, plant and equipment is calculated on a straight line basis using the estimated useful life of the assets,taking into consideration wear and tear derived from normal use. The assets assigned to the investment in motorways, which useful lifeexceeds the outstanding term of the concession, are depreciated over the term of the concession.

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

Asset Rate

Buildings and other constructions 2-14%

Machinery 6-30%

Tooling 7-30%

Other installations 7-20%

Furniture 10-20%

Computer equipment 20-33%

Other property, plant and equipment 8-25%

Investment in motorways (*)

(*) The main investment in motorways (land acquisitions, studies and construction work completion certificates, etc) are depreciated over the period of the concession, whilst the depreciation rates for

the most significant assets that also make up the investment in motorways are as follows:

Asset Rate

Pavement 6-10%

Tunnels 2-2.5%

Signage 10-20%

Toll installations 8-12%

Toll machinery 10-12%

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

b) Goodwill and other intangible assets

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

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

i) Research and development expenses

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

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

ii) Computer applications

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

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

iii) Administrative concessions

Administrative concessions are listed as assets valued at the total amount of the payments made to obtain them. These have a finiteuseful life and their cost is expensed, through their amortisation, over the term of the concession on a straight-line basis.

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

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iv) Goodwill

Goodwill generated in different business combinations, represents the surplus of the acquisition cost over the fair or market value ofthe identifiable net assets of the company acquired at acquisition date. However, under the provisions of IFRS-1 “First-time adoption ofInternational Financial Reporting Standards” those goodwills resulting from business combinations prior to 1 January 2004 (IFRStransition date) were not re-estimated based on the criteria described above, and the net amounts arising from the application of thecriteria established in the 2004 annual accounts and prior years remain at the aforementioned transition date.

In any case, in accordance with IFRS-3, goodwill ceased to be written off on a straight-line basis as from 1 January 2004 (IFRStransition date). The possible impairment of this type of asset is tested annually for impairment to determine whether its value hasdeclined to a level below the carrying value at the aforementioned transition date, and, as the case may be, the necessary charge ismade against the profit and loss account for the year (see Notes 3.c and 6). The losses for impairment of goodwill are not subsequentlyreversed.

The loss or profit obtained from the sale of an entity includes the book value of the goodwill of the entity sold.

In view of the fact that the goodwill is considered an asset of the acquired company (except the goodwills generated prior to 1 January2004, which under IFRS-1 were considered assets of the acquiring company), a subsidiary using a functional currency other than theEuro valuated in the functional currency of the subsidiary, and the translation into Euros is made at the exchange rate on the balancesheet date, as indicated in Note 2.b.vi.

v) Other intangible assets

Primarily includes licences for the management of airport infrastructures, which are carried as assets in the consolidated balance sheetat fair value (obtained on the basis of valuations based on the analysis of discounted cash flows at their current value at the acquisitiondate as per IFRS-3), having being acquired in business combinations after 1 January 2004. These are expensed using the straight lineamortisation method.

c) Impairment losses on non-financial assets

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

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

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

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

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

d) Investment property

“Investment property” carried on the consolidated balance sheet includes land, building and other constructions held by the Group forthe activity of its “logistics facilities” business.

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

As stated in IAS 40, the fair value of investment property is determined annually on the basis of reference prices in an active market,appraisals of independent experts or internal appraisals based on discounted cash flow projections at the balance sheet date.

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

Asset Rate

Buildings and other constructions 2-8%

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

The Group determines the classification of its financial assets when they are initially recognised and, when permitted and appropriate,said classification is revaluated at the balance sheet date. At the close of 31 December 2007 the financial assets have been classifiedunder the following categories:

i) Available-for-sale financial assets

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

These investments are stated at fair value, and gains or losses arising from changes in value are recorded against net equity until theinvestment is sold or suffers losses due to impairment, at which point the accumulated gain or loss presented previously in net equityunder “Reserves – Available-for-sale financial assets” is transferred to results as a loss or profit on the respective investments.

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

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

ii) Trade and other receivables

This entry corresponds primarily to:

• Loans granted to associates or related entities which are valued at their nominal amount (this does not differ significantly from theirvaluation at amortised cost using the effective interest method).

• Deposits and bonds, in accordance with the legislation in force and recorded at their nominal value.

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

f) Derivative financial instruments

The Group uses derivative financial instruments to manage its financial risk arising principally from fluctuations in interest rates andexchange rates (see Note 4). It has also contracted an equity swap for its stock option plan. These derivative financial instruments,whether or not they have been classified as hedges, have been recorded at fair value, which is the year end market value of listedinstruments, or valuations based on the analysis of discounted cash flows using assumptions that are mainly based on the marketconditions at the balance sheet date for unlisted derivative instruments.

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

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

i) Fair value hedges

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

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ii) Cash flow hedges

The positive or negative changes in the valuation of the derivatives classified as cash flow hedges are charged, in the effective portion,net of any tax impact, to consolidated equity under the entry “Reserves – Hedge reserve”, until the hedge instrument matures, is sold,ceases to meet the requirements to be classified as a hedge or if it is no longer probable that the transaction will take place, at whichpoint the retained earnings or losses in net equity are transferred to the consolidated profit and loss account for the year.

The positive or negative differences in the valuation of the derivatives corresponding to the ineffective portion, if they exist, arerecorded directly in the consolidated profit and loss account for the year under “Variation in valuation of hedging instruments”.

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

iii) Hedging net investment

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

The hedging of net investments in international operations is accounted for in a way that is similar to the cash flow hedge. The gains orlosses on the hedging instrument for the effective portion are recorded under net equity and the gains or losses related to theineffective portion are recognised immediately in the consolidated profit and loss account for the year.

Accumulated gains or losses in net equity are carried in the profit and loss account when the foreign transaction is concluded.

iv) Derivatives not qualified as hedges

At year end there are certain derivatives that do not meet the criteria established to be qualified as hedges. In this case the positive ornegative variation arising from recalculating the fair value of these derivatives is taken directly to consolidated profit and loss for theyear under “Variation in valuation of hedging instruments”.

g) Inventories

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

h) Cash and cash equivalents

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

i) Treasury shares

In the event that any Group entity or the Parent Company acquires shares of abertis, these are recorded under “Treasury shares” andconsolidated net equity is reduced. The shares are stated at acquisition cost, without setting up any provisions.

When these shares are sold, any amount received, net of any additional directly attributable transaction costs and the correspondingeffect of the tax on the profit generated, is included in the same accounting entry as the net equity attributable to equity holders ofthe parent Company.

j) Borrowings

Borrowings are initially recorded at fair value, including the costs incurred in raising the debt. In subsequent periods the differencebetween the funds obtained (net of the costs involved in raising the funds) and the repayment value, as the case may be, and if it issignificant, are recorded in the profit and loss account over the life of the debt using the effective interest method.

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

k) Corporate income tax

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

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

The deferred tax is calculated using the liabilities method based on the balance sheet, on the temporary differences that arise betweentaxable income of the assets and liabilities and their accounting amounts in the consolidated annual accounts, under the regulationsand using tax rates in force, or pending approval, on the balance sheet date and which are expected to be used when the correspondingdeferred tax asset is realised or the deferred tax liability is settled. Deferred tax liabilities that arise from temporary differences with

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subsidiary, multi-group companies and/or associates are recorded provided that there is no control over the date on which they willreverse and if it is not probable that the difference will reverse in the near future.

The deferred income tax assets are recognised if it is probable that future tax profit will arise with which to offset the deductibletemporary differences or the losses or unused fiscal credits.

The companies in the consolidated group with tax residence in Spain and the UK have adjusted, as the case may be, as a result of thereduction of the tax rate, their deferred tax assets and liabilities and the tax credits or losses, and have recorded the tax effect on thecalculation of the tax expense accrued for the year.

l) Employee benefits

Under the respective collective bargaining agreements, various companies in the Group have the following commitments with theiremployees:

i) Post-employment obligations:

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

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

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

In the defined benefit commitments, where the Company assumes certain actuarial and investment risks, the liability recorded on thebalance sheet is the present value of the obligations at the balance sheet date less the fair value of the possible assets for thiscommitment on said date, plus or minus any unrealised actuarial gain or loss, less any amount arising from the cost of past servicesnot yet recognised.

The projected credit unit method is used to determine both the current value of defined benefit obligations and the cost of theservices provided in the current and previous years. The actuarial gains and losses arising from changes in the actuarial assumptions arerecognised in the year in which they occur. They are not included in the profit and loss account, but presented in the statement ofincome and expenses recognised in net equity.

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

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

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

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

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

iii) Share-based payments.

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

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

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

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m) Transactions in foreign currencies

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

n) Provisions

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

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

o) Recognition of income and expenses

Income and expenses are stated on an accruals basis.

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

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

Interest income is recognised on an accruals basis, and does not vary significantly from having applied the effective interest method.

Dividend income is recognised when the right to receive payment is established.

p) Environment

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

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

q) New IFRS standards and IFRIC interpretations

As indicated below, in 2007 new accounting standards (IFRS) and interpretations (IFRIC) have come into force. At the time of preparingthese consolidated annual accounts, new international accounting standards (IFRS) and interpretations (IFRIC) have been approved andpublished that are to enter into force for the accounting years commencing 1 January 2008 or subsequent to this date.

i) Standards, modifications and interpretations coming into force in 2007.

• IFRS 4 – “Insurance policies”.

• IFRS 7 – “Financial Instruments: Disclosures”. This IFRS includes new disclosures and requirements in order to improve the informationon financial instruments, although it does not have an impact on valuation and classification.

• IAS 1 Amendment – “Presentation of Financial Statements: Capital Disclosures”.

• IFRIC 7 – “Applying the Restatement Approach under IAS 29, Financial Reporting in Hyperinflationary Economies”.

• IFRIC 8 – “Scope of IFRS 2”.

• IFRIC 9 – “Reassessment of Embedded Derivatives”.

• IFRIC 10 – “Interim Reporting and Impairment” which establishes the prohibition against reversing on a later balance sheet date theimpairment losses recognized, in an interim period, on goodwill, investments in net equity instruments and investments in financialassets.

Those Standards, modifications and interpretations applicable to the Group’s annual accounts have been taken into account effective 1January 2007.

ii) Standards, modifications and interpretations issued by the IASB pending adoption by the European Union, coming into

force after 1 January 2008, which the Group does not plan to adopt in advance.

• IAS 23 Revised (revised in March 2007) – “Borrowing Costs” (in force for the years beginning 1 January 2009). The revision of thisStandard eliminates the option of recognising in the profit and loss account for the year the interest costs attributable to theacquisition, construction or production of a qualified asset (one that needs a substantial period of time before being brought into use).The application of this standard will not represent an impact on the consolidated annual accounts of abertis since the Group electedat the transition date to capitalise interest costs generated in the construction phase (see Note 3.a).

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• IFRS 8 – “Operating segments” (in force for the years beginning 1 January 2009, replaces the current IAS 14 “Segment reporting”).This Standard requires the presentation of the information by segments on the same basis as that which is used for internal purposes.The application of this standard will not represent an impact on the consolidated annual accounts of abertis since, as indicated inNote 25, the segment reporting presented coincides with the management information used by the Administrators of the Group.

• IFRIC 12 – “Service Concession Agreements” (initial application foreseen for the years beginning 1 January 2008). This interpretationwas issued on 30 November 2006 and regulates the accounting treatment for service concession contracts. It establishes differentmethods of accounting (the Intangible Model, the Financial Asset Model and the Mixed Model), based on the agreements reachedbetween the Concessionaire and the Grantor.

At the date of formulation of the consolidated annual accounts, the European Union has not yet ruled on IFRIC 12, and has decided tomake a detailed study on the impacts of its applications, given the different divergent positions that have come to light on this matter.It is not known, therefore, when this Standard will finally be adopted, or if so.

For its part, the Group is analysing the impacts of its application. In any case, its application will be considered by the Group after ithas been ratified and adopted, as the case may be, by the European Union.

• IFRIC 13 – “Customer Loyalty Programmes” (in force for the years beginning 1 July 2008). The application of this Standard is notrelevant to the Group and, accordingly, it will not have an impact on the consolidated annual accounts of abertis.

• IFRIC 14 – “IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction” (in force for theyears beginning 1 July 2008). This interpretation mainly regulates the factors for evaluating the limit set by IAS 19 on the surplus thatcan be recognised as an asset. It is not expected that its application will have an impact on the consolidated annual accounts ofabertis.

As indicated above, the Group has not taken into account the advance application of the Standards and interpretations describedabove and in any case their application would be subject to consideration by the Group after they have been adopted, as the case maybe, by the European Union.

NOTE 4. MANAGEMENT OF FINANCIAL RISK

a) Factors of financial risk

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

The management of financial risk is controlled by the Corporate Financial Management under authorisation of the Chief ExecutiveOfficer, as part of the respective policies adopted by the Board of Directors.

i) Exchange rate risk

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

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

ii) Interest rate risk

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

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

The purpose of managing interest rate risk is to reach a balance in the debt structure that enables the volatility to be minimised in theprofit and loss account over several years, and, accordingly, the Group’s policy is to maintain approximately 75%-80% of its borrowingsat a fixed interest rate or at a rate fixed through hedges.

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

From time to time the Group carries out interest rate swaps from fixed to variable to hedge its fair value interest rate exposure.

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iii) Credit risk

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

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

iv) Liquidity risk

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

b) Fair value estimate

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

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

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

NOTE 5. PROPERTY, PLANT AND EQUIPMENT AND REVERSIBLE ASSETS

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

Investment in Land and Plant and Other plant, tooling Others Totalmotorways buildings machinery and furniture

1 January 2007

Cost 13,919,976 1,436,474 194,735 1,307,589 230,239 17,089,013

Accumulated depreciation

and impairment (6,224,841) (241,366) (85,442) (866,202) (61,314) (7,479,165)

Net carrying value 7,695,135 1,195,108 109,293 441,387 168,925 9,609,848

2007

Opening net carrying value 7,695,135 1,195,108 109,293 441,387 168,925 9,609,848

Currency translation differences (6,151) (36,947) (6,140) (608) 355 (49,491)

Additions 232,584 69,174 14,738 130,096 98,100 544,692

Disposals (86) (2,224) (1,200) (16,027) (3,061) (22,598)

Transfers 101,216 (53,823) (569) 9,218 (118,319) (62,277)

Variation in scope and

business combinations 171,986 16,682 183 4,349 16,586 209,786

Depreciation charge (485,423) (33,957) (25,427) (97,502) (8,987) (651,296)

Impairment - (486) - 5,051 - 4,565

Other (19,295) (4,780) 136 959 (869) (23,849)

Closing net carrying value 7,689,966 1,148,747 91,014 476,923 152,730 9,559,380

At 31 December 2007

Cost 14,451,008 1,430,912 192,972 1,391,332 201,356 17,667,580

Accumulated depreciation

and impairment (6,761,042) (282,165) (101,958) (914,409) (48,626) (8,108,200)

Net carrying value 7,689,966 1,148,747 91,014 476,923 152,730 9,559,380

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Investment in Land and Plant and Other plant, tooling Others Totalmotorways buildings machinery and furniture

1 January 2006

Cost 6,231,292 190,116 1,031,844 198,622 850,816 8,502,690

Accumulated depreciation

and impairment (3,038,757) (9,098) (597,773) (93,441) (167,190) (3,906,259)

Net carrying value 3,192,535 181,018 434,071 105,181 683,626 4,596,431

2006

Opening net carrying value 3,192,535 181,018 434,071 105,181 683,626 4,596,431

Currency translation differences (9,549) (650) 1,194 (72) 6,162 (2,915)

Additions 115,444 58,967 29,173 120,145 123,833 447,562

Disposals (3,058) (5,824) (4,660) (11,564) (355) (25,461)

Transfers 96,157 601,011 (318,700) 227,978 (615,761) (9,315)

Variation in scope and

business combinations 4,744,278 380,769 (2,067) 110,557 (10,973) 5,222,564

Depreciation charge (435,200) (22,918) (29,099) (111,297) (15,824) (614,338)

Impairment (5,472) - - - - (5,472)

Other - 2,735 (619) 459 (1,783) 792

Closing net carrying value 7,695,135 1,195,108 109,293 441,387 168,925 9,609,848

At 31 December 2006

Cost 13,919,976 1,436,474 194,735 1,307,589 230,239 17,089,013

Accumulated depreciation

and impairment (6,224,841) (241,366) (85,442) (866,202) (61,314) (7,479,165)

Net carrying value 7,695,135 1,195,108 109,293 441,387 168,925 9,609,848

The incorporations in 2007 due to changes in the consolidation scope and business combinations correspond primarily to theconsolidation, effective 1 January 2007 of, amongst other companies, Autopistas de León S.A.C.E. (aulesa), Abertis Infraestructuras ChileLtda., Gestora de Autopistas, S.A. (gesa), and Serviabertis, S.L. (full consolidation) and of Autopista Trados 45, S.A. and Araba Logística,S.A. (arasur) (proportional consolidation) (see Note 2b.vii). This account in the movement for 2006 mainly included the assets of Sanef,a company acquired at the beginning of 2006 through the company HIT.

The transfers for the year proceed mainly from “Others” and relate to assets under construction in 2006 of toll motorwayconcessionaire companies. This account at 31 December 2007 basically includes the assets under construction of toll motorwayconcessionaire companies, car parks and logistics facilities totalling Euros 122 million, gross (Euros 134 million, gross in 2006).

At 31 December 2007 capital grants total Euros 159,735 thousand (Euros 155,251 thousand in 2006), after subtracting property plantand equipment and reversible assets. They are released on a straight-line basis to profit and loss on the basis of the useful life of theasset financed and total Euros 11,163 thousand (Euros 11,900 thousand in 2006), reducing the depreciation charge for the year. Thesecapital grants basically relate to the Sanef group (Euros 125,602 thousand in 2007 and Euros 128,820 thousand in 2006) andRetevision (Euros 11,444 thousand in 2007 and Euros 16,317 thousand in 2006), which were granted by the French Government andthe European Regional Development Fund (FEDER), respectively.

Property, plant and equipment at 31 December 2007 includes Euros 15,115 million, gross (Euros 8,137 million, net) for reversible assetsby virtue of the concessions obtained, mainly for investments in toll motorways, and, to a lesser extent, car park concessions andairport facilities (in 2006, Euros 14,781 million and Euros 8,327 million, gross and net, respectively). Most of the buildings and otherconstructions are linked to administrative concessions granted by different public corporations and revert at the end of the concession.

The currency translation differences generated during the year relate mainly to the assets in the UK (Pounds Sterling 380,601 thousandin 2007 and Pounds Sterling 382,451 thousand in 2006) as a result of the depreciation of this currency at the year end.

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

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NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

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

Goodwill Administrative concessions, Computer Other Totalpatents and trademarks applications

At 1 January 2007

Cost 3,935,343 2,680,802 56,155 362,394 7,034,694

Accumulated amortisation

and impairment - (151,594) (37,319) (40,631) (229,544)

Net carrying value 3,935,343 2,529,208 18,836 321,763 6,805,150

2007

Opening net carrying value 3,935,343 2,529,208 18,836 321,763 6,805,150

Currency translation differences (25,585) (23,361) (14) (22,836) (71,796)

Additions - 4,915 18,387 7,730 31,032

Disposals - (2) (82) - (84)

Transfers - 1,481 887 (5,404) (3,036)

Variation in scope and business combinations 47,696 7,182 9,705 649 65,232

Amortisation charge - (115,938) (9,644) (11,985) (137,567)

Impairment - - - (115) (115)

Others - 495 (531) (514) (550)

Closing net carrying value 3,957,454 2,403,980 37,544 289,288 6,688,266

At 31 December 2007

Cost 3,957,454 2,661,339 87,499 339,342 7,045,634

Accumulated amortisation

and impairment - (257,359) (49,955) (50,054) (357,368)

Net accounting value 3,957,454 2,403,980 37,544 289,288 6,688,266

Goodwill Administrative concessions, Computer Other Totalpatents and trademarks applications

At 1 January 2006

Cost 1,082,456 422,989 32,479 359,420 1,897,344

Accumulated amortisation

and impairment - (45,757) (21,739) (39,483) (106,979)

Net carrying value 1,082,456 377,232 10,740 319,937 1,790,365

2006

Opening net carrying value 1,082,456 377,232 10,740 319,937 1,790,365

Currency translation differences 4,352 (1,198) (2) 3,344 6,496

Additions - 18,490 8,140 12,901 39,531

Disposals - (684) (680) (518) (1,882)

Transfers - (20,083) 2,059 (4,231) (22,255)

Variation in scope and business combinations 2,848,535 2,272,183 5,331 2,926 5,128,975

Amortisation charge - (116,732) (6,680) (12,684) (136,096)

Impairment - - - - -

Others - - (72) 88 16

Closing net carrying value 3,935,343 2,529,208 18,836 321,763 6,805,150

At 31 December 2006

Cost 3,935,343 2,680,802 56,155 362,394 7,034,694

Accumulated amortisation

and impairment - (151,594) (37,319) (40,631) (229,544)

Net accounting value 3,935,343 2,529,208 18,836 321,763 6,805,150

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The additions in 2007 due to changes in the consolidation scope and business combinations correspond mainly to the consolidation,effective as from 1 January 2007 of, amongst other companies, Autopistas de León S.A.C.E. (aulesa) and Serviabertis, S.L. (fullconsolidation) and of Autopista Trados 45, S.A. (proportional consolidation) (see Note 2b.vii). The acquisitions recorded in this accountin 2006 mainly related to the acquisition by Holding d’Infraestructures de Transport S.A.S (HIT), of the toll motorway concessionairecompany Societé des Autoroutes du Nord et de l’Est de la France (Sanef).

“Administrative concessions, patents and trademarks” mainly includes the concession contracts for the construction and exploitation ofthe 1,743 km. toll motorway network of the Sanef group (Euros 2,062 million net at 31 December 2007 and Euros 2,160 million netat the 2006 year end), which, as per IFRS-3, are carried at their fair value as a result of their acquisition at the beginning of 2006through Holding d’Infraestructures de Transport S.A.S (HIT).

“Others” mainly includes the intangible assets of ACDL/TBI (Euros 241 million, net at 31 December 2007 and Euros 271 million, net asat 31 December 2006), primarily corresponding to operating licences for certain airports, recorded at fair value following theacquisition at the beginning of the year 2005.

The currency translation differences generated during the year relate mainly to the intangible assets in the UK (Pounds Sterling562,631 thousand in 2007 and Pounds Sterling 577,886 thousand in 2006) as a result of the depreciation of this currency at the yearend.

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

2007 2006

Toll motorways

HIT/sanef 2,840,409 2,832,571

iberpistas 362,615 362,615

aucat 178,447 178,447

Avasa 65,445 65,445

Trados 45 29,872 -

aulesa 9,985 -

Others 3,970 9,073

3,490,743 3,448,151

2007 2006

Telecommunications

tradia 42,014 42,014

overon 15,964 15,964

57,978 57,978

Airports

ACDL/tbi 288,557 315,157

Others 8,028 3,465

296,585 318,622

Car parks

saba 112,148 110,592

Goodwill 3,957,454 3,935,343

As indicated in Note 3.b), at the close of the year an evaluation is made to determine if any of the goodwill recorded has beenimpaired based on the calculation of value in use of its corresponding income generating unit, or the market value (price of similarrecent transactions in the market) if higher. Said value in use has been calculated using estimates and forecasts of available cash flowfor the Group, and as applicable, for the established concession terms (see Note 28.c), which present increases coherent with thebusiness and past experience. The net present value of these projections has been calculated using a discount rate equal to the sum ofthe long-term interest rate and the risk premium assigned by the market to the business. In general, the discount rates used arewithin the 6-9% range.

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As a result of the impairment test made, the different cash generating units to which the various goodwill funds are assigned aredeemed capable of recovering the net value of each goodwill fund recorded at 31 December 2007. Consequently there is no need tomake any provision for impairment.

Specifically, in relation to the goodwill of HIT/Sanef (arising from its acquisition in 2006), and like most of the cash generating unitsassigned to the existing goodwills, of special note is the fact that the income recorded in 2007 has been greater than the income usedin the model applied to determine the value of the intangible assets and goodwill at the acquisition date.

NOTE 7. INVESTMENT PROPERTY

The variations in this account have been as follows:

Investment property

At 1 January 2007

Cost -

Accumulated depreciation and impairment -

Net carrying value -

2007

Opening net carrying value -

Currency translation differences (4)

Additions 175,678

Transfers 60,228

Depreciation charge (488)

Closing net carrying value 235,414

At 31 December 2007

Cost 239,070

Accumulated depreciation and impairment (3,656)

Net carrying value 235,414

As indicated in Note 3.d), Group investment property includes land, building and other constructions held by the Group for the activityof its “logistics park” business (mainly infrastructures for logistics rented to third parties), most of which have been acquired inDecember 2007, and, accordingly, its fair value is estimated not to differ from its carrying value.

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

NOTE 8. INVESTMENTS IN ASSOCIATES

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

2007 2006

At 1 January 690,233 660,338

Additions and business combinations 1,080,172 37,069

Disposals - (350)

Variation in scope (106,383) -

Share in (loss)/profit (1) (see Note 13) 100,168 46,942

Cumulative translation adjustments (1,766) (1,387)

Dividends received (75,347) (59,707)

Cash flow hedges 13,102 7,370

Others 10,840 (42)

At 31 December 1,711,019 690,233

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

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Additions and business combinations for the year relate mainly to the acquisition, through Abertis Telecom, S.A., at the beginning of2007 of 31.96% of the European satellite operator Eutelsat Communications, S.A. for Euros 1,077 million (see Note 22), as well ascapital increases made by the different investee companies.

Disposals in 2007 due to changes in the consolidation scope, relate to the consolidation, effective as at 1 January 2007, of Autopistasde León S.A.C.E. (aulesa), Abertis Infraestructuras Chile Ltda., Gestora de Autopistas S.A. (gesa), Acesa Italia y Serviabertis, S.L. (fullconsolidation) and of Autopista Trados 45, S.A., Araba Logística, S.A. (arasur) and Adquisición de Emplazamientos S.L. (adesal)(proportional consolidation), all of which were consolidated previously by equity accounting.

“Others” mainly includes the impact recorded under equity of the investee companies Schemaventotto and Eutelsat.

The breakdown of the shareholdings in associates and/or companies consolidated by equity accounting at 31 December is as follows:

2007 2006

Eutelsat 1,097,553 -

Schemaventotto/ Atlantia 467,124 428,958

Alazor/ A, Madrid 33,019 47,040

Elqui 26,573 21,951

Cilsa 26,001 25,982

Ciralsa 14,686 13,170

Túnel del Cadí 12,886 10,261

Aurea Limited 10,424 11,845

Coviandes 8,353 7,914

Autema 6,572 8,053

Torre Collserola 2,857 3,662

Alis/Routalis 2,185 2,203

Gicsa 719 506

Cota 456 313

PTY 419 796

abertis USA 368 386

SFB Fueling 342 -

La Mercedes 254 347

Others 228 463

Trados 45 - 43,537

aulesa - 35,885

Arasur - 13,661

serviabertis - 12,244

abertis Chile - 1,054

Adesal - 2

Holdings in associates 1,711,019 690,233

See information on the associates in Appendix III.

As indicated in Note 22, the shares of Eutelsat are listed on the Paris stock exchange and their quotation at the 2007 year end wasEuros 20.35/share, and, accordingly, the fair value of the indirect shareholding of abertis at that date in Eutelsat (31.57%) totals Euros1,405 million.

The investment in Schemaventotto Group, a holding company in which the subsidiary Acesa Italia has a 13.33% share, which in turnowns 50.10% of the Italian toll motorway concessionaire company Atlantia (formerly Autostrade), is considered to be an associate dueto the notable influence that the Group exercises on these companies mainly through the agreements that exist between shareholdersand representation on their Boards of Directors.

The shares of Atlantia are listed on the Milan Stock Exchange. The share price at year end 2007 was Euros 25.93 giving a fair value ofthe indirect shareholding that abertis holds on that date in Atlantia (6.68%) of Euros 990 million (Euros 832 million in 2006).

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

2007 2006

Toll motorways

Autema 27,861 27,861

Alazor 3,570 3,570

Otros 2,080 2,080

Trados 45 - 29,872

aulesa - 6,159

33,511 69,542

Telecommunications

Eutelsat (see Note 22) 636,398 -

Logistics parks

Cilsa 12,116 12,116

Goodwill 682,025 81,658

As a result of the impairment test, it is evident that the different cash generating units to which the goodwills have been assigned areable to recover the net value of each goodwill recorded at 31 December 2007, and, accordingly, there is no need to provide forimpairment.

NOTE 9. AVAILABLE-FOR-SALE FINANCIAL ASSETS

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

2007 2006

At 1 January 579,855 438,905

Additions 273,225 1,985

Disposals (2,141) (34,871)

Variation in scope 1,468 787

Utilisation of the provision for losses due to impairment - 34,214

Variation in the provision for impairment losses 379 570

Capital gains for revaluations released to net equity (see Note 13) 40,984 137,400

Others - 865

At 31 December 893,770 579,855

The investments available for sale at 31 December 2007 mainly correspond to the quotation price of the shareholding in Brisa of Euros881 million (Euros 567 million at 31 December 2006). During 2007 abertis has acquired an additional 4.61% interest in the capital ofthis company for Euros 273 million, and at 31 December 2007 the investment of abertis in Brisa stands at 14.61%.

The revaluations during the year correspond entirely to the listed company Brisa. The shares held by abertis have increased in value byEuros 40,984 thousand (Euros 137,400 thousand in 2006).

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NOTE 10. DERIVATIVE FINANCIAL INSTRUMENTS

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

2007 2006

Assets Liabilities Assets Liabilities

Interest rate swaps:

Cash flow hedges 70,233 8,798 12,668 15,661

Fair value hedges - 60,463 3,372 23,114

Not classified as hedges 191 585 485 2,510

Cross currency interest rate swaps:

Cash flow hedges / net investment in non-Euro currency 38,418 - 585 22,068

Fair value hedges 6,557 48,981 - 28,029

Not classified as hedges - - - -

Derivative financial instruments 115,399 118,827 17,110 91,382

Interest rate swaps and cross currency interest rate swaps:

Cash flow hedges / net investment in non-Euro currency 108,651 8,798 13,253 37,729

Fair value hedges 6,557 109,444 3,372 51,143

Non current portion 115,208 118,242 16,625 88,872

Current portion 191 585 485 2,510

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

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

Notional value 2008 2009 2010 2011 2012 After 2012 Net fair value31 December 2007

Interest rate swaps:

Cash flow hedges 2,847,026 175,320 54,891 392,605 113,258 21,888 2,089,064 61,435

Fair value hedges 1,224,600 211,000 90,600 - - - 923,000 (60,463)

Not classified as hedges 360,354 150,253 100,000 110,101 - - - (394)

4,431,980 578

Cross currency and/or interest rate swaps:

Cash flow hedges / investment in

non-Euro currency 687,664 870 870 870 870 870 683,314 38,418

Fair value hedges 573,803 - 102,339 - 122,516 - 348,948 (42,424)

Not classified as hedges - - - - - - - -

1,261,467 (4,006)

Notional value 2007 2008 2009 2010 2011 After 2011 Net fair value31 December 2006

Interest rate swaps:

Cash flow hedges 2,903,477 121,000 192,500 54,000 420,362 57,500 2,058,115 (2,993)

Fair value hedges 1,224,600 - 211,000 90,600 - - 923,000 (19,742)

Not classified as hedges 210,354 - 150,253 - 60,101 - - (2,025)

4,338,431 (24,760)

Cross currency and/or interest rate swaps:

Cash flow hedges / investment in

non-Euro currency 689,559 1,028 1,028 1,028 1,028 1,028 684,419 (21,483)

Fair value hedges 473,802 - - 102,339 - 122,516 248,947 (28,029)

Not classified as hedges - - - - - - - -

1,163,361 (49,512)

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a) Interest rate swaps

The notional principal amount of the interest rate swaps outstanding at 31 December 2007 total Euros 4,431,980 thousand (Euros4,338,431 thousand in 2006),

At 31 December 2007 the fixed interest rates were between 3.15% and 5.73% (between 2.72% and 5.73% in 2006) and the floatinginterest rates were Euribor and Libor.

b) Cross currency interest rate swaps

Both at 31 December 2007 and 2006 the part of the Group’s borrowings denominated in Euros (Euros 682,882 thousand) andtranslated into Pounds Sterling and at a floating interest rate referenced to Libor (Pounds Sterling 476,000 thousand) by a crosscurrency interest rate swap is designated as a hedge on the net investment in ACDL/TBI.

In addition, the subsidiary company Abertis Finance has contracted derivative financial instruments (cross currency interest rate swaps)for a nominal value of Euros 371,463 thousand, whereby a bond issue in US dollars at a fixed interest rate is translated into Euro-denominated debt with a floating interest rate pegged to the Euribor (fair value hedge). Furthermore, Abertis Finance maintains a crosscurrency swap of Pounds Sterling 70 million to hedge a loan extended to ACDL of the same amount.

NOTE 11. TRADE AND OTHER RECEIVABLES

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

2007 2006

Trade debtors 351,089 277,087

Bad debt provision (impairment) (18,296) (20,534)

Trade debtors – net 332,793 256,553

Accounts receivable – companies consolidated by equity accounting 11,169 4,039

Loans granted – companies consolidated by equity accounting 60,202 41,584

Debtors for compensation from Public Administration 172,048 163,953

Current tax assets 30,863 47,201

Other accounts receivable – related parties (see Notes 18 and 26) 17,257 17,987

Other accounts receivable 160,365 146,846

Trade and other receivables 784,697 678,163

Loans granted – companies consolidated by equity accounting 59,659 37,118

Other accounts receivable 45,459 40,722

Non-current trade and other receivables 105,118 77,840

Current trade and other receivables 679,579 600,323

“Debtors for compensation from Public Administration” includes the outstanding amounts to be received from the Administrationsgranting concessions related to various agreements reached (rate rebates, free-transit and others). These debtor balances accrueinterest in favour of the Group once the agreed expiry date has passed.

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

The breakdown of balances with associates is as follows:

2007 2006

Non-current Current Total Non-current Current Total

Ciralsa - 7,819 7,819 - - -

Ausol - 1,635 1,635 - 2,037 2,037

Cota - 622 622 - 1,347 1,347

Other investments - 1,093 1,093 - 655 655

Accounts receivable 11,169 11,169 - 4,039 4,039

Alis/Routalis 45,941 - 45,941 36,034 - 36,034

Ciralsa 8,974 - 8,974 - - -

Alazor 3,160 - 3,160 - - -

serviabertis - - - - 4,384 4,384

Other investments 1,584 543 2,127 1,084 82 1,166

Loans granted 59,659 543 60,202 37,118 4,466 41,584

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NOTE 12. CASH AND CASH EQUIVALENTS

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

2007 2006

Cash and banks 110,055 72,881

Term deposits in credit institutions maturing in less than 3 months 252,571 259,584

Cash and cash equivalents 362,626 332,465

The balance of this account at 31 December 2007 relates mainly to Sanef (Euros 230 million, Euros 279 million at the 2006 year end).

NOTE 13. NET EQUITY

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

Reserves (b)Capital, share Available-for- Cumulative Retained earnings premium and Hedge sale financial translation and Other Minority Net

treasury shares (a) Reserve assets adjustments Total reserves (c) interests Equity

At 1 January 2007 2,335,715 9,360 257,697 4,345 271,402 845,674 993,830 4,446,621

Income (expenses) released to equity:

Available-for-sale financial assets - - 40,984 - 40,984 - - 40,984

Cash flow hedges - 70,169 - - 70,169 10,902 12,106 93,177

Currency translation differences - - - (61,576) (61,576) - (8,096) (69,672)

Actuarial gains and losses - - - - - 7,660 1,079 8,739

Others - - - - - 9,467 (5,247) 4,220

Net income for the year - - - - - 682,180 74,319 756,499

2006 final dividend - - - - - (152,002) - (152,002)

2007 interim dividend - - - - - (178,754) - (178,754)

Variation in scope - - - - - 3,671 101,283 104,954

Treasury shares 5,373 - - - - - - 5,373

Increase / (decrease) in capital 91,201 - - - - (91,201) (40,561) (40,561)

At 31 December 2007 2,432,289 79,529 298,681 (57,231) 320,979 1,137,597 1,128,713 5,019,578

Note:Income and expenses recorded in net equity are shown net of any tax.

Reserves (b)Capital, share Available-for- Cumulative Retained earnings premium and Hedge sale financial translation and Other Minority Net

treasury shares (a) Reserve assets adjustments Total reserves (c) interests Equity

At 1 January 2006 2,152,379 (3,533) 123,736 (2,820) 117,383 690,226 76,145 3,036,133

Income (expenses) released to equity:

Available-for-sale financial assets - - 137,400 - 137,400 - - 137,400

Cash flow hedges - 12,893 - - 12,893 7,397 (396) 19,894

Currency translation differences - - - 7,165 7,165 - 1,905 9,070

Actuarial gains and losses - - - - - (2,409) (169) (2,578)

Others - - (3,439) - (3,439) 4,055 (681) (65)

Net income for the year - - - - - 530,030 44,802 574,832

2005 final dividend - - - - - (144,764) - (144,764)

2006 interim dividend - - - - - (152,002) - (152,002)

Variation in scope - - - - - - 872,224 872,224

Treasury shares 96,477 - - - - - - 96,477

Increase / (decrease) in capital 86,859 - - - - (86,859) - -

At 31 December 2006 2,335,715 9,360 257,697 4,345 271,402 845,674 993,830 4,446,621

Note:Income and expenses recorded in net equity are shown net of any tax.

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The Minority interests relate mainly to Holding d’Infraestructures de Transport. S.A.S. (HIT) which is 52.55% owned by abertis (Euros1,030 million in 2007 and Euros 891 million in 2006).

The additions for 2007 relating to variation in consolidation scope under “Minority interests” are mainly due to the sale of 5% of theinvestment of abertis in Holding d’Infraestructures de Transport. S.A.S. (HIT), and, accordingly, its investment in this company hasdecreased from 57.55% to 52.55%.

Additionally, the capital reduction in 2007 under “Minority interests” is mainly due to a reduction in the share premium by Holdingd’Infraestructures de Transport. S.A.S. (HIT).

a) Capital, share premium and treasury shares

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

Share capital Share premium Treasury shares Total

At 1 January 2007 1,824,025 579,690 (68,000) 2,335,715

Net change in treasury shares - - 5,373 5,373

Increases 91,201 - - 91,201

At 31 December 2007 1,915,226 579,690 (62,627) 2,432,289

Share capital Share premium Treasury shares Total

At 1 January 2006 1,737,166 579,690 (164,477) 2,152,379

Net change in treasury shares - - 96,477 96,477

Increases 86,859 - - 86,859

At 31 December 2006 1,824,025 579,690 (68,000) 2,335,715

At 31 December 2007, the share capital of abertis was made up of 638,408,625 shares, grouped into a single class and series, with anominal value of Euros 3 per share, fully subscribed and paid up and represented in the share register.

On 22 October 2007, 37,036,366 Class B preference bearer shares (prior to that date) were converted into ordinary shares of abertis,and all the class “A” and “B” shares were grouped into a single class and series. Furthermore, all the characteristics have been suppressedwith regards to the privileged shares, which included the right to a preferential dividend to be paid in 2007 totalling a maximumamount determined by the difference between Euros 14.87 per share and the average weighted value of the quotation price of theordinary shares of abertis in the quarter prior to the date of accrual, adjusted by the effect of the bonus share issues, up to amaximum of Euros 4.25 per share. Given that at the date of conversion the average weighted value of the quotation price in thepreceding quarter was greater than Euros 14.87 per share, no preferential dividend has been paid.

On 13 June 2007, the Annual Shareholders’ Meeting of abertis approved a bonus share issue to be charged against the RevaluationReserve Account under Royal Decree-law 7/1996/7 June, with one new share for every 20 shares held, representing a sum of Euros91,201 thousand. The movement in the number of abertis shares during the year has been as follows:

Number of ordinary shares

2007 2006

At 1 January 608,008,215 579,055,443

Bonus share issue 30,400,410 28,952,772

At 31 December 638,408,625 608,008,215

As the shares of abertis are bearer shares, the exact participation of shareholders in the share capital is not known. However, based onthe information available, the most significant holdings at 31 December 2007 are the following:

Criteria CaixaCorp, S.A. (1) 24.99%

ACS, Actividades de Construcción y Servicios, S.A. 24.83%

Caixa d’Estalvis de Catalunya 5.69%

Sitreba, S.L. 5.50%

61.01%

(1) Criteria CaixaCorp,S.A., a company controlled by Caixa d’Estalvis i Pensions de Barcelona (“la Caixa”), holds a direct 16.74% interest and an 8.25% indirect interest through other companies in itsgroup.

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

The Board of Directors was authorised by the Annual General Meeting of 3 May 2006 to increase share capital, through one or morecapital issues, up to a maximum amount of 912,012 thousand, during the period up to 3 May 2011. This power remains fully operative.

Using the powers delegated by the Annual Shareholders’ Meeting in previous years abertis acquired and sold treasury shares whileduring 2007 it has only sold them.

The movement recorded in the treasury shares portfolio during 2007 has been as follows:

Number Par value Acquisition cost/Sale Value

At 1 January 2007 3,336,610 10,009 68,000

Bonus share issue (1) 154,594 464 -

Sales (244,745) (734) (5,373)

At 31 December 2007 3,246,459 9,739 62,627

(1) Bonus share issues charged to reserves in the proportion of one new share for each 20 old shares, as per resolution of the General Meeting of Shareholders of 13 June 2007,

Number Par value Acquisition cost/Sale Value

At 1 January 2006 7,685,832 23,057 164,477

Bonus share issue (1) 326,783 980 -

Sales (4,676,005) (14,028) (96,477)

At 31 December 2006 3,336,610 10,009 68,000

(1) Bonus share issues charged to reserves in the proportion of one new share for each 20 old shares, as per resolution of the General Meeting of Shareholders of 3 May 2006.

At 31 December 2006 abertis held 3,336,610 treasury shares. During 2007 it sold 244,745 treasury shares for Euros 5,373 thousand,and, accordingly, at 31 December it holds 3,246,459 treasury shares.

In accordance with the mercantile law in force, abertis has raised the corresponding non-distributable reserve, which must be helduntil the shares are sold or reduced.

b) Reserves

i) Hedge reserve

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

ii) Available-for-sale financial assets

Corresponds to the unrealised profits and losses that arise from changes in the fair value of investments classified as available for sale.The increase during the year corresponds to the revaluation of shares held in the company Brisa (see Note 9).

iii) Cumulative translation adjustment

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

2007 2006

ACDL (38,093) 20,802

Codad (18,757) (18,501)

Other subsidiaries (3,191) 1,102

Group (60,041) 3,403

Associates 2,810 942

(57,231) 4,345

The evolution of the currency translation differences in 2007 is mainly due to the depreciation of the Pound Sterling at the year end.

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c) Retained earnings and other reserves

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

31 December 2007 Actuarial 31 1 January gains Distribution Net income Interim Variation in Capital December

2007 and losses of result for the year dividend scope increase Other 2007

Revaluation reserve under

Royal Decree Law

7/1996/7 June 231,131 - - - - - (91,201) - 139,930

Legal reserve 266,433 - 41,674 - - - - - 308,107

Retained earnings

(excluding net income

for the year) (29,918) 7,660 184,352 - - 3,671 - 20,369 186,134

Net income for the year 530,030 - (530,030) 682,180 - - - - 682,180

Interim dividend (152,002) - 152,002 - (178,754) - - - (178,754)

Reserves 845,674 7,660 (152,002) 682,180 (178,754) 3,671 (91,201) 20,369 1,137,597

31 December 2006 Actuarial 31 1 January gains Distribution Net income Interim Variation in Capital December

2007 and losses of result for the year dividend scope increase Other 2006

Revaluation reserve under

Royal Decree Law

7/1996/7 June 317,990 - - - - - (86,859) - 231,131

Legal reserve 227,678 - 38,755 - - - - - 266,433

Retained earnings

(excluding net income

for the year) (221,911) (2,409) 182,950 - - - - 11,452 (29,918)

Net income for the year 511,233 - (511,233) 530,030 - - - - 530,030

Interim dividend (144,764) - 144,764 - (152,002) - - - (152,002)

Reserves 690,226 (2,409) (144,764) 530,030 (152,002) - (86,859) 11,452 845,674

On 13 June 2007, the Annual Shareholders’ Meeting of abertis approved payment of a final dividend for 2006 of Euros 0.25 gross pershare, which represents Euros 152,002 thousand.

i) Revaluation Reserve under Royal Decree law 7/1996, 7 June

This reserve originates from the revaluation of abertis’ balance sheets under Article 5 of the above legislation,

With three years having passed since the balance date when the revaluation was made without there having been an audit by the TaxAdministration, the revaluation operations are considered verified and the balance of the account is considered to have been acceptedby the Tax Inspectors, and accordingly, the balance is available for distribution and can be allocated to:

• Off-set book losses.

• Increase share capital.

• Create reserves freely available for distribution, ten years as from the date of the balance sheet containing the revaluations.

The balance of this account cannot be distributed, directly or indirectly, unless the capital gain has been realised, with theunderstanding that this is the case when the revaluated assets have been fully depreciated, transferred or written off in the books.Given the Contribution of the Activity Transferred to the subsidiary company Acesa in 2002, the requirement that the capital gain hasbeen realised can only be understood as such when the company acquiring the revaluated assets as part of the new activity hasdepreciated, transferred or written them off the books.

ii) Legal reserve

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

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

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

iii) Net income for the year

The contribution from each company in the consolidation scope to consolidated net income is set out, with the minority interestsbeing shown separately:

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Subsidiary / multi-group companies Consolidated Net income attributable Consolidated net income attributable net income to minority interests to parent company

acesa 273,542 - 273,542aumar 171,077 - 171,077HIT/sanef 143,345 (68,166) 75,179retevisión 46,368 - 46,368aucat 41,449 - 41,449iberpistas 38,120 - 38,120Avasa 22,412 - 22,412saba 18,967 (386) 18,581ACDL/TBI 17,127 (1,737) 15,390abertis Portugal SGPS 17,108 - 17,108Codad 10,480 (1,572) 8,908overon 5,270 - 5,270gco 4,800 (2,467) 2,333Trados 45 3,048 - 3,048tradia 2,792 - 2,792Parc Logístic de la Zona Franca 1,115 - 1,115Areamed 861 - 861abertis finance 786 - 786Arasur 471 - 471Gesa 184 (90) 94abertis aeroports 91 - 91Adesal 59 - 59abertis autopistas españa (14) - (14)acesa italia (43) - (43)sevisur (85) 34 (51)Consorci Plataformes Logístiques (132) 65 (67)abertis chile logística (507) - (507)serviabertis (602) - (602)abertis chile (637) - (637)abertis logística (910) - (910)aulesa (1,235) - (1,235)castellana (12,910) - (12,910)abertis telecom (43,489) - (43,489)abertis (102,577) - (102,577)Group 656,331 (74,319) 582,012

Associates Consolidated Net income attributable Consolidated net income attributable net income to minority interests to parent company

Schemaventotto/Atlantia 52,568 - 52,568Eutelsat 47,975 - 47,975Elqui 5,700 - 5,700Coviandes 5,602 - 5,602Túnel del Cadí 2,527 - 2,527Autema 2,469 - 2,469Aurea Ltd 1,388 - 1,388PTY 659 - 659SFB Fueling 243 - 243Alis 239 - 239Gicsa 213 - 213Cota 157 - 157Cilsa 130 - 130Torre Collserola 28 - 28abertis USA 24 - 24Las Mercedes (80) - (80)Parcheggi Bicoca (324) - (324)Ciralsa (367) - (367)Irasa/ Henarsa (5,609) - (5,609)Alazor/ A, Madrid (13,374) - (13,374)Equity account 100,168 - 100,168

Net income for the year 756,499 (74,319) 682,180

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d) Interim dividend and proposed dividends

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

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

In 2007 an interim dividend totalling Euros 178,754 thousand was paid, equivalent to Euros 0.28 gross per share, payable on all theshares that make up the share capital of Abertis Infraestructuras, S.A.

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

Net income for the period from 1 January to 31 August 2007 199,843

Less:

Legal reserve (19,984)

Maximum amount available for distribution 179,859

Amount proposed and distributed 178,754

Liquidity available prior to payment (*) 1,387,883

Gross amount of interim dividend (178,754)

Liquidity available after payment 1,209,129(*) Includes the bank credit facilities not drawn down.

The Directors of Abertis Infraestructuras, S.A. will also submit the following proposed distribution of the 2007 results of abertis to theShareholders’ Meeting for approval:

Available for distribution 466,869

Distribution:

Dividends 357,509

Legal reserve 46,687

Voluntary reserves 62,673

466,869

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

e) Earnings per share

i) Basic

As shown below, the basic earnings per share are calculated by dividing net income for the year attributable to the equity holders ofabertis by the weighted average number of shares in circulation during the year, excluding the average number of treasury shares heldby the Group.

2007 2006

Net income attributable to equity holders 682,180 530,030

Weighted average number of ordinary shares in circulation (thousand) 621,238 589,574

Basic earnings per share (€/share) 1.098 0.899

Diluted earnings per share (€/share) 1.098 0.899

The increase in the weighted average number of ordinary shares is due to the bonus share issue of one share for every 20 existingshares, approved by the Shareholders’ Meeting on 13 June 2007.

ii) Diluted

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

During the year abertis maintains potential dilutive shares in the form of share options, although their impact on the averageweighted number of shares in circulation is not significant, and, accordingly, diluted earnings per share do not differ from the basicearnings per share.

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NOTE 14. BORROWINGS

Borrowings break down as follows:

2007 2006

Non current

Loans from credit institutions 7,070,021 7,439,609

Bonds and other loans 4,572,785 3,648,299

11,642,806 11,087,908

Loans from companies consolidated by equity accounting 25,547 15,780

Non current borrowings 11,668,353 11,103,688

Current

Loans from credit institutions 1,218,132 1,068,432

Amounts owing to companies consolidated by equity accounting 18 9,018

Bonds and other loans 12,148 11,308

1,230,298 1,088,758

Interest on loans and bonds 265,523 242,036

Current borrowings 1,495,821 1,330,794

Borrowings 13,164,174 12,434,482

Non current payable balances with companies consolidated by equity accounting at the year end 31 December 2007 are mainly withAutopistas de Puerto Rico y Compañía S.E. (APR) in the amount of Euros 14,825 thousand (Euros 13,874 thousand in 2006)

At 31 December 2007 of total borrowings, Euros 7,009,288 thousand (Euros 7,415,483 thousand in 2006) relate to HIT/Sanef, of whichEuros 6,564,587 thousand is non current borrowings (Euros 6,980,464 thousand in 2006).

Set out below is the maturity of the non current borrowings matched to their outstanding terms at the balance sheet date until thedate of maturity as stipulated in the respective loan agreement. Thus, the amount shown below relates to the cash flows stipulated bycontract, which differ from the carrying amount of the borrowings due to the effect of applying IFRS criteria set down in IAS-30 andIFRS-3 on borrowings:

2007 2006

Between 1 and 2 years 1,080,521 1,491,517

Between 2 and 5 years 3,299,684 1,667,798

More than 5 years 7,303,728 7,604,891

Non current borrowings 11,683,933 10,764,206

The weighted average interest rate in 2007 of the bond issues and loans from credit institutions was approximately 5.2% (4.8% in2006), and there were no significant fluctuations between currencies.

Furthermore, at 31 December 2007, 83% (84% in 2006) of borrowings were at a fixed interest rate or at a rate fixed by hedges, and,accordingly, no future variations in interest rates that could significantly impact these consolidated annual accounts are expected.

The carrying value and fair value of the non current borrowings at the close of the year has been as follows:

2007 2006

Carrying value Fair value Carrying value Fair value

Loans from credit institutions 7,070,021 6,940,818 7,439,609 7,592,643

Bonds 4,572,785 4,418,312 3,648,299 3,602,571

Non current borrowings 11,642,806 11,359,130 11,087,908 11,195,214

The carrying value of current borrowings is similar to their fair value.

Borrowings (without taking into account the currency swaps mentioned in Note 10) are denominated in the following currencies:

2007 2006

Euro 12,483,982 11,726,930

US Dollar 435,333 433,442

Pound Sterling 109,347 136,555

Other currencies 135,512 137,555

Borrowings 13,164,174 12,434,482

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As mentioned in Note 10, a large part of borrowings in US Dollars is translated into Euros through derivatives.

The Group has the following undrawn credit facilities:

2007 2006

Floating rate:

Maturing in less than one year 686,654 995,507

Maturing in more than one year 326,672 203,131

1,013,326 1,198,638

Fixed rate:

Maturing in less than one year - 1,302

Maturing in more than one year - -

- 1,302

Undrawn credit facilities 1,013,126 1,199,940

The undrawn credit facilities relate primarily to a credit facility contracted by abertis at 31 December 2007 to meet treasury needs.

NOTE 15. DEFERRED INCOME

The movement recorded during the year has been as follows:

Deferred income

2007 2006

At 1 January 51,021 86,096

Variation in scope 1,507 -

Increase 50 319

Decreases (3,769) (3,974)

Transfers (5,085) (31,570)

Cumulative translation adjustment (260) 150

At 31 December 43,464 51,021

“Deferred income” at 31 December 2007 mainly includes:

• Compensation to Aumar from the Public Administration for works carried out in Sagunto, for Euros 15,422 thousand (Euros 16,707thousand in 2006). This is charged to results over the life of the concession (until 2019).

• Income for the cession of the use of assets (parking spaces of Saba and fibre optic conduits of Acesa) which are taken to profit andloss on a straight-line basis over the life of the concession of the assets to be reversed. At year end the balance to be released to profitand loss totals Euros 12,822 thousand and Euros 6,822 thousand, respectively (Euros 13,185 thousand and Euros 7,179 thousand in2006).

NOTE 16. TRADE AND OTHER PAYABLES

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

2007 2006

Trade creditors 378,204 333,722

Amounts owing to associates 9,666 6,605

Outstanding remuneration 67,231 51,470

Other payables 11,193 8,884

Trade and other payables 466,294 400,681

NOTE 17. CORPORATE INCOME TAX

a) Fiscal information

abertis pays tax on a consolidated basis, as parent company of the tax group, which includes all subsidiary companies in which it holdsat least 75% and with tax residence in Spain. The Group subsidiary companies with tax residence in the United Kingdom corporateincome pay tax on a combined basis as applied there. The other companies included in the consolidation scope are taxed individually.

In general, the companies with tax residence in Spain that form part of the Group are open to inspection for the last four years openfor all the main taxes to which they are subject to. Accordingly, the Tax Authorities have raised tax assessments against abertis based

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on audits made mainly for Corporate income tax and in particular in relation to export deductions. These assessments have all beensigned in disagreement and have been appealed and are pending the decision of the respective competent jurisdictional bodies.

The impact that may arise from these assessments or other existing fiscal litigation on Company equity is duly provided for.

Additionally, due to possible differences in the interpretation of tax legislation applicable to certain operations, there are specific taxliabilities of a contentious nature that are difficult to quantify. Nevertheless, the amount of tax that might be payable would not havea material impact on these consolidated annual accounts.

b) Corporate income tax expense

The general Corporate Tax rate applicable in Spain in 2007 is 32.5%, 30% in the UK and 34.43% in France.

The reconciliation of the theoretical tax and the tax expense recorded in the consolidated profit and loss account for the year is asfollows:

2007 2006

Profit before tax 1,046,243 929,610

Theoretical tax (32.5% in 2007 and 35% in 2006) (*) 340,029 325,363

Non taxable income (24,074) (29,593)

Expenses not deductible for tax purposes 6,311 35,728

Use of tax losses and tax credits (2,424) (6,579)

Impact of tax rate reduction (**) (13,482) 34,406

Other tax effects (16,616) (4,547)

Tax expense 289,744 354,778(*) The impact of lower tax rates in some countries is reflected in the other headings.(**) In 2007 the accounts include the impact of the tax rate reduction in the UK and in 2006 in Spain.

The Corporate income tax expense for the year breaks down as follows (for fully consolidated or proportionally consolidatedcompanies):

2007 2006

Current tax 302,864 251,169

Deferred tax 2,698 78,494

Effect of the reduction of the tax rate (*) (13,482) 34,406

Others (2,336) (9,291)

Tax expense 289,744 354,778(*) In 2007 the accounts include the impact of the tax rate reduction in the UK and in 2006 in Spain

As a result of this reduction in the tax rate of the group companies with tax residence in the UK from 30% and 28% as from 1 April2008, the Group companies with tax residence in the UK have recorded a lower tax expense accrual for the year of Euros 13,482thousand, due to the reduction of deferred income tax liabilities.

c) Deferred taxes

The balance of the deferred assets and liabilities and their movements during the year have been as follows:

2007 2006

Deferred tax asset Deferred tax liability Deferred tax asset Deferred tax liability

At 1 January 491,533 (1,249,548) 407,215 (276,799)

Charges/(credits) to profit

and loss account (48,908) 59,692 (125,960) 13,060

Charges/(credits) for inclusion in

consolidation scope and business

combinations 10,236 (264) 193,864 (946,282)

Charges/(credits) to net equity 2,171 (29,131) 16,241 (34,730)

Cumulative currency translations (872) 19,161 173 (4,797)

At 31 December 454,160 (1,200,090) 491,533 (1,249,548)

The inclusion for the year of deferred liabilities due to changes in the consolidation scope and business combinations correspond to theconsolidation, effective 1 January 2007 of, amongst other companies, Autopistas de León S.A.C.E. (aulesa) (full consolidation) andAutopista Trados 45, S.A. (proportional consolidation) (see Note 2b.vii).

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The cumulative translation adjustments generated during the year relate mainly to the deferred tax liabilities of companies with taxresidence in the UK as a result of the depreciation of the Pound Sterling at the year end.

Of the total deferred tax assets and liabilities booked at 31 December 2007, it is estimated that Euros 49,122 thousand and Euros49,047 thousand, respectively, will reverse in 2008 (Euros 58,723 thousand and Euros 42,926 thousand, respectively, in 2006).

The deferred tax assets recorded at the close of 2007 mainly correspond to the tax effects of the IFRS adjustments made by thesubsidiary companies in relation to the reversion of the deferred interest expenses and the reversion fund recorded under the principlesof the Spanish General Accounting Plan.

The recoverability of the deferred tax assets is evaluated when they are generated and at each year end, on the basis of the evolutionof the Companies’ expected results in the respective business plans.

Therefore, tax loss carryforwards available for offset at 31 December 2007 total Euros 242,519 thousand (Euros 326,174 thousand in2006) with periods of maturity mainly between 2008 and 2018. Of these tax losses, an amount of Euros 54,710 thousand (Euros78,935 thousand in 2006) is included in deferred tax assets.

The deferred tax liabilities recorded at the 2007 year end are mainly for the tax effect related to the fair value accounting of the netassets and liabilities acquired in 2006 (acquisition of the HIT/Sanef group) and 2005 (acquisition of ACDL/TBI).

NOTE 18. LIABILITIES FOR EMPLOYEE BENEFITS

Amongst the liabilities with its employees, abertis, abertis logística, acesa, aucat, saba, tbi and retevisión have commitments fordefined pension plans on behalf of their employees, acting as promoters of employment Pension Plans.

On the other hand, the different companies in the Group in Spain have defined benefit and/or defined contribution pension liabilities,managed through insurance policies, as established in legislation on the outsourcing of pension commitments. In the internationaloperations, these commitments are managed through separate entities except in those countries where local legislation allows internalfunds to be maintained.

Together with the above liabilities, an amount of Euros 5,442 thousand (Euros 5,369 thousand in 2006) is included as a liability in thebalance sheet under this account entry for the valuation of the commitments of retevisión, HIT/sanef and iberpistas with theiremployees arising from various long-term liabilities for the employees length of service in the company. The amount recorded aspersonnel expense in 2007 for these commitments totals Euros 504 thousand (Euros 155 thousand in 2006). See Note 20.c.

The economic-actuarial information on the existing liability for pension commitments of the Group’s various companies with theiremployees is as follows:

a) Defined contribution commitments

The amount recorded for the year as personnel expense in the profit and loss account for defined contribution commitments totalsEuros 7,469 thousand (Euros 4,594 thousand in 2006). See Note 20.c.

b) Defined benefit commitments

Except in those countries where local legislation allows internal funds to be maintained, pension commitments are covered usinginsurance policies or separate entities, in accordance with the applicable regulation in each country, with the amounts taken off thebalance sheet. Nevertheless, this account entry includes the hedging instruments (liabilities and assets affected) where the legalobligation or implied obligation to meet the agreed benefits remains.

In relation to the defined benefit commitments maintained by different companies of the Group with their employees, thereconciliation between the opening and closing balance of the actuarial value of these liabilities is as follows:

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2007 2006

At 1 January 183,526 138,819

Included in scope (*) 310 30,301

New commitments - 131

Service costs for the year 15,770 10,915

Interest costs 8,455 3,294

Contributions of participants 336 -

Modifications to the plan (123) -

Acturial losses/(gains) (16,264) 2,507

Benefit payments (4,108) (1,352)

Settlments 77 (650)

Expenses (982) (152)

Cumulative translation adjustment (11,654) (287)

At 31 December 175,343 183,526(*) Corresponds mainly to HIT/Sanef in 2006.

The reconciliation of opening to closing final balances of the actuarial fair value of the assets for these liabilities is as follows:

2007 2006

At 1 January 126,848 111,240

Included in scope (*) 297 2,765

New commitments - 117

Expected yield on assets 8,359 7,006

Acturial (losses)/gains (3,755) (71)

Contributions of the promoter 9,549 8,941

Contributions of the participants 336 -

Benefits payments (4,108) (1,352)

Settlements - (848)

Expenses - -

Cumulative translation adjustments (9,965) (950)

At 31 December 127,561 126,848(*) Corresponds mainly to HIT/Sanef in 2006.

Amongst the affected assets linked to insurance policies, an amount of Euros 17,257 thousand (Euros 17,987 thousand in 2006) is heldwith related entities and carried under “Trade and other receivables – others” (see Notes 11 and 26).

The annual movement in the liability recorded on the balance sheet has been as follows:

2007 2006

At 1 January 74,665 27,579

Assets in related companies 17,987 -

Net obligation at 1 January 56,678 27,579

Additions to scope (*) 13 27,536

Increase charged to:

Profit and loss account (see Note 20.c) 14,838 7,263

Net equity (12,509) 2,578

Contributions from Promoter (9,549) (8,941)

Cumulative translation adjustment (1,689) 663

Net obligation at 31 December 47,782 56,678

Assets in related companies 17,257 17,987

At 31 December 65,039 74,665(*) Corresponds mainly to HIT/Sanef in 2006.

The actuarial assumptions (demographic and financial) used constitute the best estimates on the variables the will determine the finalcost of providing the post-employment benefits.

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The main actuarial assumptions used at the balance sheet date are as follows:

2007 2006

Discount rate (based on the type of commitment and currency) 5.35% - 5.90% 4.25%

Expected yield on assets, based on the type of asset and currency 5.35% - 8.00% 4.25% - 7.90%

Salary increase rates (based on the type of commitment and currency) 3.0% - 4.3% 3% - 4%

Post-employment commitments in Spain: (*)

Mortality tables PERMF200p PERMF200p

Disability tables InvAbs_OM77 InvAbs_OM77(*) For the post-employment commitments of investee companies located outside Spain, mortality and disability tables generally accepted in those countries have been used.

The expected overall yield on the assets has been calculated in the following manner:

• For the commitments of Spanish companies, using the discount rate for determining the liability.

• For the commitments of international companies, market yield expectations for assets with similar characteristics (money market,fixed income or equity) over the entire term of the liabilities related to the assets in question.

NOTE 19. PROVISIONS AND OTHER LIABILITIES

The balance of current and non-current provisions and other liabilities is as follows:

2007 2006

Non current Current Non current Current

Provisions 57,388 10,050 60,136 25,910

Other creditors 139,904 331,784 141,201 97,409

Provisions and other liabilities 197,292 341,834 201,337 123,319

The movement of the non current provisions is as follows:

2007 2006

At 1 January 60,136 70,246

Included in scope 1,499 -

Charge to consolidated profit and loss account 4,231 3,943

Amounts not applied and reversed (2,540) (9,129)

Utilisation for the year (5,339) (4,670)

Cumulative translation adjustment (599) (254)

At 31 December 57,388 60,136

The non-current provisions at close on 31 December 2007 mainly include a provision for tax assessments raised against abertis thathave been appealed and are now pending a ruling by the competent courts and authorities. Also included is a tax provision of Euros2,228 thousand (Euros 5,112 thousand in 2006) corresponding mainly to the settlement of Taxes on Real Estate claimed by certainCity Councils, which have been appealed in the courts.

“Other creditors – non current” includes the provisions for future investment for the replacement or substitution described in Note 3.a.

“Other creditors – current” includes the balance payable to the Government by the subsidiary company Acesa following thecommitment acquired through the merger with the company that previously held the concession on the Montmeló-El Papiol stretch ofmotorway (Euros 20,973 thousand). This amount will be reimbursed during the last five years of the concession period (2017-2021).Similarly, this account includes the outstanding balance for the purchase in December 2007 of certain assets earmarked for logisticsinfrastructures (see Note 7).

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NOTE 20. INCOME AND EXPENSES

a) Rendering of services

The breakdown of the rendering of services by category is as follows:

2007 2006

Toll motorway income 2,627,666 2,423,801

Discounts and rebates on tolls (24,699) (21,394)

Other services rendered 927,456 838,028

Others 9,184 2,551

Rendering of Services 3,539,607 3,242,986

The other services rendered include income mainly from the management of telecommunication infrastructures and income formanagement of airports and income from car park operations and logistics facilities.

b) Other operating income and other income

This account includes income from the assignment of service areas and telematic services of different toll motorway concessionairecompanies, receipt of indemnities, etc.

“Other income” mainly includes the profit obtained from the disposal of property, plant and equipment and investments in companies.

c) Personnel expenses

The breakdown of personnel expenses by item is as follows:

2007 2006

Wages and salaries 388,454 338,467

Social Security contributions 104,239 96,230

Post-employment costs:

Defined contributions plan (see Note 18) 7,469 4,594

Defined benefits plan (see Note 18) 14,838 7,263

Cost of other long-term commitments (see Note 18) 504 155

Share-based payment cost (see Note 27) 648 -

Other social welfare expenses 30,659 26,113

Personnel expenses 546,811 472,822

The average number of employees in abertis and its subsidiary and multi-group companies during the year broken down by category isas follows:

2007 2006

Permanent:

- Management 177 171

- Middle management 775 688

- Other employees 9,090 8,893

Temporary 1,322 1,011

Average number employees 11,364 10,763

Furthermore, the percentage breakdown of the average number of employees of abertis and its subsidiary and multi-group companiesby men and women at the year end is as follows:

2007 2006

Men 67.02% 68.64%

Women 32.98% 31.36%

100.00% 100.00%

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d) Financial result

The breakdown of financial income and expenses by item is as follows

2007 2006

- Interest and other income 96,048 56,973

- Derivative financial instruments 5,870 10,941

- Dividends 16,800 16,530

- Foreign exchange gains 7,814 3,851

Financial income 126,532 88,295

- Interest on loans from credit institutions and other loans (623,800) (499,339)

- Derivative financial instruments (43,251) (51,405)

- Foreign exchange losses (2,751) (5,365)

Financial expenses (669,802) (556,109)

Furthermore, the breakdown of “Variation in valuation of hedging instruments” in consolidated results is as follows:

2007 2006

- Variation in valuation of derivative financial instruments (50,531) (84,948)

- Variation in fair value of hedged debt 55,116 92,229

Variation in valuation of hedging instruments 4,585 7,281

NOTE 21. CONTINGENCIES AND COMMITMENTS

At 31 December 2007 the Group has given guarantees to third parties provided by financial institutions totalling Euros 598,858thousand (Euros 372,531 thousand in 2006). Of this amount, Euros 119,155 thousand (Euros 111,506 thousand in 2006) correspondsto guarantees for operating commitments of the different Group companies. The rest correspond to certain commitments assumed bysubsidiaries and associates (investments, financing, etc). These commitments are not expected to generate significant costs.

The subsidiary company Aumar has given guarantees to its investee company Ciralsa totalling Euros 30,237 thousand.

Additionally, at the end of the financial year the following investment commitments are expected to be executed in 2008:

• On 19 September abertis, through its airport subsidiary abertis airports, reached an agreement with ACS, Actividades deConstrucción, S.A (ACS) for the acquisition of 99% of Desarrollo de Concesiones Aeroportuarias, S.L. (DCA, holding company for anairport management group in Latin America) in the amount of Euros 271 million. The execution of the agreement is subject to theoutstanding approval of the pertinent Authorities, Shareholders and related Financial Institutions.

• On 31 October 2007 abertis, through its telecommunications subsidiary abertis telecom reached an agreement with EnsafecaHolding Empresarial (formerly Auna) and BBVA, to acquire a holding of 28.4% of the Spanish satellite operator Hispasat for Euros 199million. This operation has made abertis the largest shareholder of this company. The agreement is subject to the mandatoryauthorisation of the competent authorities.

NOTE 22. BUSINESS COMBINATIONS

Although the operation described below cannot be qualified as a “business combination” as per IFRS-3, since it is an acquisition ofsignificant influence, it is included in this Note given its importance and for the process of fair value assignment followed under IAS-28.

The most relevant corporate operation in 2007 was the purchase in January 2007 by abertis, through its telecommunicationssubsidiary abertis telecom, of a 32% stake in the European satellite operator Eutelsat Communications, S.A., which has made it thelargest shareholder in this French company. The total cost of the operation is Euros 1,077 million, equivalent to the payment of Euros15.5 per share.

Eutelsat Communications is the third largest satellite operator in the world, with a market share of approximately 30% in Europe and13% world-wide, and now has a fleet of 24 satellites (19 of which it owns) that provide coverage to the entire European continent aswell as the Middle East, Africa, India and significant areas of Asia and America. Its head office is in Paris. Eutelsat Communications andits subsidiaries employ 538 people of 27 different nationalities.

Eutelsat Communications is listed on the French stock exchange and forms part of the Paris Euronext index. At 31 December 2007 itsquotation price was Euros 20.35 per share.

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The Eutelsat Communications group has been consolidated by equity accounting as from 1 January 2007, and in 2007 has contributedequity accounting results to the Group of Euros 47,975 thousand, which amount does not include the financial charge of abertistelecom for the purchase.

As indicated above, as per IAS-28 – “Investments in associates”, at the date of acquisition the difference between the cost ofinvestment and the investor’s portion of the net fair value of the assets, liabilities and identifiable contingent liabilities of the associate,have been recorded as per IFRS-3 “Business combinations”. Accordingly, the goodwill related to the associate includes the carryingamount of the investment (see Note 8) while the necessary adjustments have been made to its results, from the time of acqusition ofthe associate, in order to record the net impact of the depreciation of the depreciable assets based on their fair values at theacquisition date.

The breakdown of the net assets acquired and goodwill generated by the purchase of the Eutelsat Communications group is as follows:

Interest acquired (32%)

Net assets acquired (carrying value as per IFRS) 353,142

Fair value of net assets acquired 440,738

Price of acquisition (cash paid and costs charged directly) 1,077,136

Resulting goodwill (see Note 8) 636,398

The fair value at acquisition date of the assets and liabilities acquired is basically determined using valuation techniques. The mainvaluation method used has been the method of discounted cash flow generated by the identified assets.

The goodwill is justified by the synergies and other additional future cash flows that are expected to be generated following theacquisition by the Group and also includes the potential of the company to generate new contracts for existing and future orbits.

NOTE 23. SHAREHOLDINGS IN MULTIGROUP COMPANIES

The Group has shareholdings in the following multigroup companies consolidated by proportional integration:

Company Activity % Shareholding

Avasa Motorway concessionaire 50.00%

Trados 45 (*) Motorway concessionaire 50.00%

Areamed Operation of service areas 50.00%

PLZF Logistic facilities 50.00%

Arasur (*) Logistic facilities 43.98%

overon Communications and audio-visual services 51.00%

Adesal (*) Communications and audio-visual services 51.00%

Saba Aparcamientos de Levante, S.L. Car park operations 50.00%(*) Companies consolidated by equity accounting in 2006 and consolidated proportionally as from 1 January 2007

The effect of the proportional integration of multi-group companies on the annual consolidated accounts of the Group is as follows:

31 December 2007 Toll motorways Telecom. Car parks Logistics Total

ASSETS

Non current assets 385,013 7,736 4,095 97,084 493,928

Current assets 20,544 15,620 782 4,697 41,643

405,557 23,356 4,877 101,781 535,571

LIABILITIES

Non current liabilities 344,012 856 - 50,581 395,449

Current liabilities 33,658 12,978 469 13,151 60,256

377,670 13,834 469 63,732 455,705

NET ASSETS 27,887 9,522 4,408 38,049 79,866

RESULTS

Income 89,328 32,755 862 17,545 140,490

Expenses (63,700) (27,425) (580) (15,098) (106,803)

Net income attributed to equity holders

of the Company 25,628 5,330 282 2,447 33,687

Note: These amounts have been included in the consolidated balance sheet and consolidated profit and loss account.

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31 December 2006 Toll motorways Telecom, Car parks Logistics Total

ASSETS

Non current assets 323,450 6,868 - 57,003 387,321

Current assets 7,943 12,653 - 2,940 23,536

331,393 19,521 - 59,943 410,857

LIABILITIES

Non current liabilities 280,068 932 - 26,708 307,708

Current liabilities 25,774 10,836 - 13,485 50,095

305,842 11,768 - 40,193 357,803

NET ASSETS 25,551 7,753 - 19,750 53,054

RESULTS

Income 75,877 25,060 - 15,711 116,648

Expenses (54,172) (22,825) - (13,586) (90,583)

Net income attributed to equity

holders of the Company 21,705 2,235 - 2,125 26,065

Note: These amounts have been included in the consolidated balance sheet and consolidated profit and loss account.

NOTE 24. ENVIRONMENT

The criteria of the Group is to give maximum attention to the environmental protection and conservation activities, and eachsubsidiary company adopts the necessary measures to minimise the environmental impact of the infrastructures managed in order toachieve the maximum possible integration into their respective surroundings.

The Group has invested Euros 15,168 thousand (Euros 19,459 thousand in 2006) on improving the environment mainly through thefollowing activities:

• Cleaning, gardens, landscaping and clearings along the motorways, as well as improvements to the service and rest areas, andreduction of unsightly visual impact and noise levels.

• Collection and removal of hazardous urban waste.

• Implementation of measures to reduce noise pollution at airports, optimisation of water management and energy consumption, andthe promotion of various recycling systems for the waste generated by aeroplanes.

NOTE 25. SEGMENT REPORTING

The different activities of the Group are organised and administered separately according to the nature of the infrastructures managed,with each segment forming a strategic business unit that manages different types of infrastructures in different markets.

The business segments have been defined as primary segments, and secondary segments based on geographical area, in accordancewith the origin and predominant nature of the risks, returns, growth opportunities and expectations of the Group, which are muchmore closely linked to the different activities undertaken than to the geographic areas where the operations occur.

The business segments have been defined as the combination of assets and operations dedicated to the management ofinfrastructures subject to risks and rewards that are distinct from other business segments. The main factors considered in theidentification of business segments has been the nature of the infrastructures managed and the operations carried out.

The Group has decided to provide the results of each of these segments, detailed to the profit on operations, as this is the level atwhich the entries for ordinary operating income and expenses can be directly attributed or reasonably allocated amongst thesegments, coinciding with the management information used by the Directors to control the results of each segment.

a) Business segments

Management of the Group is organised into the following business segments:

• Motorways: construction, maintenance and operation of motorways under concession; management of motorway concessions inSpain and internationally; construction of motorway infrastructures and complementary activities to construction, maintenance andoperation of motorways.

• Telecommunications: establishment of any type of infrastructures and/or communication networks, as well as the supply,management, commercialisation and distribution of all types of related services, including the establishment and operation of fixedand mobile telecommunication networks and the supply of any type of service over these networks.

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• Airports: construction and/or management of airports that are owned or under concession.

• Car parks: construction and/or operation or sale or car parks, garages, service stations, commercial premises and other services directlyrelated to these activities.

• Logistics facilities: protection, promotion, management, maintenance and operation of all types of infrastructures for logistics of everytype.

• Others: corresponds mainly to the activity carried out by the Parent Company (holding company, leadership and management of thegroup companies) and other companies that provide services and financing to group companies.

The operating result for each segment in the financial year and the share of the associates in the result is detailed as follows:

31 December 2007

Motorways Telecom. Airports Car Parks Logistics Other Eliminated Total

Rendering of services 2,701,713 389,651 297,056 117,880 19,485 13,822 - 3,539,607

Rendering of services

between segments 200 516 - - 2,985 48,771 (52,472) -

Profit on operations of segments 1,375,735 73,894 36,468 38,680 3,248 (43,265) - 1,484,760

Share in result of associates 52,015 48,160 243 (404) 130 24 - 100,168

31 December 2006

Motorways Telecom. Airports Car Parks Logistics Other Eliminated Total

Rendering of services 2,484,379 349,615 280,224 108,852 17,876 2,040 - 3,242,986

Rendering of services

between segments - 97 - - 410 16,109 (16,616) -

Profit on operations of segments 1,228,100 85,178 22,016 33,033 3,434 (28,560) - 1,343,201

Share in result of associates 47,263 87 - (459) 162 (111) - 46,942

Other items that do not generate cash flows included in the operating result of the segments are:

31 December 2007

Motorways Telecom. Airports Car Parks Logistics Other Total

Depreciation and amortisation charge (623,602) (69,069) (68,472) (16,422) (4,753) (7,033) (789,351)

Provisions for impairment 5,051 - - (601) 379 - 4,829

Trading provisions (1,450) (2,026) 2,788 (126) (48) - (862)

(620,001) (71,095) (65,684) (17,149) (4,422) (7,033) (785,384)

31 December 2006

Motorways Telecom. Airports Car Parks Logistics Other Total

Depreciation and amortisation charge (593,582) (68,956) (70,227) (13,664) (3,494) (511) (750,434)

Provisions for impairment (5,472) - - - 570 - (4,902)

Trading provisions 1,132 (1,218) (989) (101) - 1,727 551

(597,922) (70,174) (71,216) (13,765) (2,924) 1,216 (754,785)

The assets and liabilities of the segments at 31 December, as well as the investment in assets made during the year are as follows:

31 December 2007

Motorways Telecom. Airports Car Parks Logistics Others Eliminated (*) Total

Assets 15,531,867 659,423 1,417,838 571,007 382,454 4,965,816 (4,411,913) 19,116,492

Associates 582,960 1,100,866 342 483 26,001 367 - 1,711,019

Total assets 16,114,827 1,760,289 1,418,180 571,490 408,455 4,966,183 (4,411,913) 20,827,511

Total liabilities 15,122,101 2,564,759 857,072 441,380 310,847 1,956,163 (5,444,389) 15,807,933

Investment in fixed assets 324,772 72,623 36,201 59,390 239,686 18,730 - 751,402(*) Corresponds only to the elimination of assets and liabilities of the Group assigned to different segments

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31 December 2006

Motorways Telecom. Airports Car Parks Logistics Other Eliminated Total

Assets 14,889,748 682,109 1,574,680 509,576 108,271 6,402,951 (5,640,233) 18,527,102

Associates 633,173 3,978 - 809 39,643 12,630 - 690,233

Total assets 15,522,921 686,087 1,574,680 510,385 147,914 6,415,581 (5,640,233) 19,217,335

Total liabilities 12,040,580 534,790 995,132 349,061 55,182 3,472,653 (2,676,684) 14,770,714

Investment in fixed assets 279,569 76,113 63,925 48,525 18,946 15 - 487,093(*) Corresponds only to the elimination of assets and liabilities of the Group assigned to different segments.

The assets of the segments mainly include the property, plant and equipment, intangible assets, inventories, accounts receivable,operating cash and deferred taxes,

The liabilities of the segments are operating liabilities which include the debt raised to finance the activity.

Investment in fixed assets includes the additions of property, plant and equipment, intangible assets and investment property.

b) Geographic segments

Income from the rendering of services, assets and investment in assets by geographical segment is shown below, based on theirlocation.

31 December 2007

Rendering of services Assets Investment in fixed assets

Spain 1,823,911 9,890,905 490,307

France 1,340,544 10,540,141 182,897

Rest of Europe 268,165 2,483,469 44,773

Latin America and USA 103,644 225,775 33,351

Other countries 3,343 4,157 74

Associates - 1,711,019 -

Eliminated (*) - (4,027,955) -

3,539,607 20,827,511 751,402(*) Corresponds only to the elimination of Group assets assigned to different segments

31 December 2006

Rendering of services Assets Investment in fixed assets

Spain 1,660,095 8,095,253 286,286

France 1,223,685 10,700,762 116,221

Rest of Europe 247,106 2,638,848 75,049

Latin America and USA 107,545 207,722 9,483

Other countries 4,555 5,147 54

Associates - 690,233 -

Eliminated (*) - (3,120,630) -

3,242,986 19,217,335 487,093(*) Corresponds only to the elimination of Group assets assigned to different segments

NOTE 26. RELATED PARTIES

a) Directors and senior management

Annual remuneration of the Board Members for their services to the Board of Directors of the Company is fixed as a share in the liquidprofits. It can only be paid out once the payment of dividends and transfers to reserves that the Law establishes are covered andcannot exceed, under any circumstances, two percent of the profits. The Board of Directors may distribute this sum amongst itsmembers in the form and amount it decides. Overall remuneration paid to directors of Abertis Infraestructuras, S.A., as members of theBoard of Directors, totalled Euros 1,999 thousand in 2007 (Euros 1,641 thousand in 2006), which is less than the statutory limit

Total remuneration received by the Board Members of Abertis Infraestructuras, S.A. was Euros 3,073 thousand (Euros 2,589 thousand in2006), which corresponds to fixed remuneration.

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In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received are contributions made to cover pensionliabilities and life insurance, totalling Euros 1,409 thousand and Euros 32 thousand, respectively (Euros 1,854 thousand and Euros 32thousand, respectively in 2006).

The total remuneration to Board Members of Abertis Infraestructuras, S.A. in the other companies of the group was Euros 807thousand (Euros 770 thousand in 2006) and in associates it was Euros 148 thousand (Euros 149 thousand in 2006).

Remuneration in 2007 of the members of Senior Management, understood as being the managing directors and senior personnel ofthe abertis Group that carry out their management functions under direct control of the Board of Directors, Executive Committee orChief Executive Officer of Abertis Infraestructuras, S.A., totalled Euros 4,826 thousand (Euros 4,263 thousand in 2006).

In addition, members of Senior Management have received as other benefits contributions related to pension and life insuranceobligations of an amount of Euros 718 thousand and Euros 398 thousand, respectively (Euros 131 thousand and Euros 131 thousand,respectively, in 2006).

The retirement benefits received by former members of Senior Management have totalled Euros 779 thousand in 2007 (Euros 384thousand in 2006).

Abertis Infraestructuras, S.A. has remuneration systems linked to the evolution of the Company’s share price as mentioned in Notes3.l.iii and 27.

b) Significant shareholders

A shareholder that is understood to have significant influence in the Parent company is defined as one with the right to nominate a

board member or holding more than a 5% interest (see Note 13.a).

The breakdown of balances and transactions made with significant shareholders is as follows:

i) Bond issues, loans and credit facilities received

2007 2006

At 1 January 467,012 309,797

Loans/bonds received during the year 217,117 746,199

Repayments of loans/bonds (258,476) (654,708)

Credit facilities drawn down (annual net) 34,991 65,724

Accrued interest 34,152 96,500

Interest paid (34,152) (96,500)

At 31 December 460,644 467,012

Marketing financing conditions are respected.

ii) Swaps contracted

The swaps contracted with related entities as exchange rate and/or interest rate hedges total Euros 1,351,343 thousand (Euros1,398,842 thousand in 2006).

iii) Financing retirement obligations

Contributions of an amount of Euros 5,989 thousand (Euros 2,920 thousand in 2006) have been made to an insurance policy taken outwith a related company to cover the obligations for benefits to Group employees. There are additional assets related to this policytotalling Euros 17,257 thousand (Euros 17,987 thousand in 2006). See Notes 18 and 11.

iv) Purchase of goods and services

2007 2006

Purchases of goods:

Acquisition of property, plant and equipment 11,240 10,090

Work completion certificates 25,602 62,939

Financial leases 1,520 1,413

Services purchased:

Reception services 8,267 8,743

Credit card commissions 4,468 5,998

Purchase of goods and services 51,097 89,183

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v) Obligations and contingencies

There are obligations for the purchase of goods and services in the amount of Euros 3 million for successful tenders on works pendingcompletion certification.

Additionally, there are investment commitments with ACS, Actividades de Construcción, S.A (ACS) for the acquisition by abertisthrough its airport subsidiary of 99% of Desarrollo de Concesiones Aeroportuarias, S.L. (DCA, holding company for an airportmanagement group in Latin America) in the amount of Euros 271 million.

The limit granted by related entities and not drawn down on the credit facilities given at the year end totals Euros 145,883 thousand(Euros 133,448 thousand in 2006).

There are facilities for guarantees with related entities limited to Euros 183,480 thousand (Euros 140,641 thousand in 2006). At theend of the year an amount of Euros 150,122 thousand has been drawn down (Euros 131,408 thousand in 2006).

c) Associates

The most significant transactions with associates relate to dividends received (Euros 75,347 thousand in 2007 and Euros 59,707thousand in 2006). See Note 8.

The balances at the 2007 and 2006 year ends with associates are broken down in Notes 11 and 14.

d) Other information on the Board of Directors

In accordance with the provisions of article 127.3.4 of the Spanish Companies Act, pursuant to Law 26/2003 17 July, which amendedthe Securities Exchange Act, Law 24/1988/28 July, and the Spanish Companies Act, designed to increase the transparency of listedcompanies, companies with the same, similar or complementary activity as that of Abertis Infraestructuras, S.A. in which members ofthe Board of Directors have direct or indirect shareholdings, or undertake functions, as the case may be, are set out below:

Shareholder Company held Activity % Shareholding/Capital Office Isidro Fainé Casas Telefónica, S.A. Telecommunications 0.003 Vice-Chairman

Brisa Auto-estradas de Portugal, S.A. Toll motorway concessionaire --- Board MemberSocieté des Autoroutes du nord et de l’est de la France Toll motorway concessionaire --- Board Member (since 18/10/2007)

Florentino Pérez Rodríguez ACS, Actividades de Construcción y Servicios, S.A. Construction and services 11.00 Chairman and Chief (through Inversiones Executive OfficerVesan, S.A.)G3T, S.L. Iberpistas, S.A.C.E. Toll motorway concessionaire --- Board MemberPablo Vallbona Vadell ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.0160 Vice-Chairman (non-executive)

Iberpistas, S.A.C.E. Toll motorway concessionaire --- Chairman (non-executive)Salvador Alemany Mas Autopistas, Concesionaria Española, S.A. Toll motorway concessionaire --- Chairman and Chief

Executive OfficerAbertis Autopistas España, S.A. Toll motorway concessionaire --- Sole AdministratorIberpistas, S.A.C.E. Toll motorway concessionaire --- Board MemberAutopistas de Catalunya, S.A. Concessionària de la Toll motorway concessionaire --- Sole AdministratorGeneralitat de Catalunya Aucat, S.A.Castellana de Autopistas, S.A. Concesionaria del Estado Toll motorway concessionaire --- Sole AdministratorAtlantia, S.p.A. Toll motorway concessionaire --- Board MemberAcesa Italia, S.r.L. Toll Motorway Holding Company --- ChairmanSchemaventotto, S.p.A. Toll Motorway Holding Company --- Board MemberSaba Aparcamientos, S.A. Car parks --- Chief Executive OfficerAreamed 2000, S.A. Service areas --- Vice-ChairmanParc Logístic de la Zona Franca, S.A. Logistics facilities development --- Vice-Chairman

and exploitationCentro Intermodal de Logística, S.A. Logistics facilities development --- Vice-Chairman

and exploitationAbertis Telecom, S.A. Telecommunications services --- Chairman and Chief

Executive OfficerRetevisión I, S.A. Infrastructures and --- Sole Administrator

telecommunication operatorTradia Telecom, S.A. Infrastructures and --- Sole Administrator

telecommunication operatorAbertis Airports, S.A. Airport development, construction, --- Sole Administrator

management and exploitationMarcelino Armenter Vidal Telefónica, S.A. Telecommunications Immaterial ---Caixa d’Estalvis de Cedinsa Concesionaria, S.A. Infrastructure Concession 20.00 ---Catalunya

Cedinsa Eix Transversal Concesionaria de la Infrastructure Concession 20.00 Board MemberGeneralitat de Catalunya, S.A.Cedinsa d’Aro Concesionaria de la Generalitatde Catalunya, S.A. Infrastructure Concession 20.00 Board MemberCedinsa Ter Concesionaria de la Generalitat de Catalunya, S.A. Infrastructure Concession 20.00 Board MemberTúnel del Cadí S.A.C. Infrastructure Concession 3.55 ---

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Josep Mª Loza Xuriach Cedinsa Concesionaria, S.A. Infrastructure Concession --- Board Member(Natural person representingthe Board Member Caixad’Estalvis de Catalunya)Criteria CaixaCorp, S.A. Telefónica, S.A. Telecommunications 5.48 ---(Board Member from13/06/07 to 18/09/07)Javier Echenique Landiribar ACS, Actividades de Construcción y Servicios, S.A. Construction and services --- Board MemberAngel García Altozano ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.096 Corporate General Manager

Saba Aparcamientos, S.A. Car parks 0.0000055 Board MemberAbertis Telecom, S.A. Telecommunications services --- Board MemberTBI PLC Holding company --- Board Member (since 14/11/07)Dragados, S.A. Construction and services --- Board MemberACS Telefonía Móvil, S.L. Telecommunications services --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Xfera Móviles, S.A. Telecommunications services --- ChairmanEnergias Ambientales EASA, S.A. Wind farms --- ChairmanSocietat Eòlica de L’Enderrocada, S.A. Wind farms --- ChairmanEnergías Ambientales de Somozas, S.A. Wind farms --- ChairmanEnergías Ambientales de Vimianzo, S.A. Wind farms --- ChairmanEnergías Ambientales de Novo, S.A. Wind farms --- ChairmanACS, Servicios, Comunicaciones y Energía, S.L. Services, communications and energy --- Board MemberDragados Industrial, S.A. Industrial services --- Board MemberACS, Servicios y Concesiones, S.L. Services and concessions --- Board MemberClece, S.A. Integrated services --- Board MemberPublimedia Sistemas Publicitarios, S.L. Advertising --- Board MemberDragados Servicios Portuarios y Logísticos, S.A. Port and logistics services --- Board MemberIridium Concesiones, S.A. Infrastructure concessions --- Board MemberUrbaser, S.A. Environment --- Board MemberPR Pisa, S.A. Energy --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Villanueva, S.A. Holding company --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Novovilla, S.A. Holding company --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Roperfeli, S.A. Energy --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Residencial Monte Carmelo, S.A. Energy --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Cariátide, S.A. Construction and services --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Unión Fenosa, S.A. Energy 0.0009846 Board MemberHochtief A.G. Construction and services --- Board Member

Antonio García Ferrer ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.014 Executive Vice-Chairman(Natural person representingthe Board Member ComunidadesGestionadas, S.A.)

ACS, Servicios y Concesiones, S.L. Construction and services --- Board MemberDragados, S.A. Aunor, S.A. Infrastructure Concession 85.00 ---(through Dicasa)

Autopistas del Sol, S.A. Infrastructure Concession 5.83 ---Abertis Logística, S.A. Logistics and technical --- Board Member

assistance development (since 2/10/07)

53

Shareholder Company held Activity % Shareholding/Capital Office

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Demetrio Ullastres ACS, Actividades de Construcción y Servicios, S.A. Construction and services Immaterial General Director of Llorente(Natural person Business Developmentrepresenting the BoardMember Dragados, S.A.)

Grupo Aeroportuario del Pacífico Airport activities Immaterial Board MemberTBI, Plc. Holding company --- Chairman

Miguel Angel Telefónica Internacional Telecommunications --- Board MemberGutiérrez Méndez Telesp-Brasil Telecommunications --- Board MemberErnesto Mata López Autopistas Aumar, S.A.C.E. Toll motorway concessionaire --- Board MemberBraulio Medel Cámara Iberdrola, S.A. Telecommunications 0.001 Board MemberJosé Luis Olivas Martínez ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.00047 ---

Fomento de Construcciones y Contratas, S.A. Construction and services 0.00059 ---

Finally, the Company is not aware that any of the above-mentioned Board Members undertake on their own behalf or that of othersthe same, similar or complementary activity as Abertis Infraestructuras, S.A.

NOTE 27. SHARE-BASED PAYMENTS

On 13 June 2007 the General Meeting of Shareholders of abertis, adopted a share options plan for Abertis Infraestructuras, S.A., as partof its general group remuneration policy, for management personnel of the company and its subsidiaries (hereon, Plan 2007).

Plan 2007 has established a 3-year vesting period in order to exercise the options as from the date they are given, at the end of whichthe Manager can exercise the options received over a period of 2 years, which can only be settled in shares.

Each option coincides with a share, up to a maximum of 705,500 options in Plan 2007, which represents 0.11% of the share capital ofthe Company.

The exercise price for the shares is the average quotation price of a share in Abertis Infraestructuras, S.A. over the 15 days prior to theGeneral Meeting of Shareholders of 13 June 2007 (Euros 24.1887 per share) adjusted by the effect of possible bonus share issues.

Thus, the movement for the year has been as follows:

Plan 2007

Number of options Maturity

At 1 January 2007 - -

Options granted 707,500 -

Bonus share issue (1) 35,375 -

At 31 December 2007 742,875 2012

(1) Effect on the options granted from the bonus share issue charged to reserves in the proportion of one new share for each 20 old shares adopted by the General Meeting of Shareholders of 13 June2007, as stipulated in Plan 2007.

The fair value of the options given under Plan 2007 has been determined on the basis of the Hull-White valuation model resulting inan amount of Euros 3,750 thousand, which is charged to the consolidated profit and loss account as indicated in Note 3.l.iii, with animpact in 2007 of Euros 648 thousand (see Note 20.c).

NOTE 28. OTHER INFORMATION

a) Remuneration of auditors

During 2007 the fees invoiced by PricewaterhouseCoopers Auditores, S.L. and other companies trading under PricewaterhouseCoopersfor auditing the annual accounts of the group companies have totalled Euros 567 thousand and Euros 833 thousand, respectively(Euros 561 thousand and Euros 875 thousand in 2006).

In addition, the fees received during the year by other companies trading under the name PricewaterhouseCoopers for other servicesprovided have totalled Euros 695 thousand (Euros 1,099 thousand in 2006).

Additionally the fees invoiced during 2007 by other auditors for auditing the annual accounts of group companies and other servicesprovided have totalled Euros 384 thousand and Euros 287 thousand, respectively (Euros 393 thousand and Euros 679 thousand in2006).

54 Consolidated Annual Accounts and Management Report

Shareholder Company held Activity % Shareholding/Capital Office

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b) Financial plan

In accordance with the provisions of current legislation, the concessionaire companies of Spanish motorways have their respectivefinancial plans approved by the corresponding Administration.

c) Concession contracts

The main concession contracts held by the subsidiary Companies of the abertis Group are as follows:

• Concession contract entered into by the French Government and sanef for the maintenance and operation of the northernmotorways (A1, Paris-L´Îlles and A2, Paris, Velenciennes) and eastern motorways (A4, Paris-Strasbourg) in France and the Paris ring road(A16, Paris-Boulogne-sur Mer, A26, Calais-Troyes and A29, Ammiens-Neuchatel-en Bray), which terminates on 31 December 2028.

• Concession contract entered into by the French Government and sapn (fully owned by Sanef) for the maintenance and operation ofthe western motorways (A13, Paris-Caen and A14, Paris-Strasbourg) in France and the Paris ring road (A29, Le Havre-Sain Quentin),which terminates on 31 December 2028.

• Concession contract entered into by the Catalan Regional Government (Generalitat de Catalunya) and the Ministry of Public Works(Ministerio de Fomento) and acesa for the construction, maintenance and operation of the following motorways: C-32 and C-33motorways (Catalan Government) and the AP-7 and AP-2 motorways (Spanish Government). The concession terminates on 31 August2021.

• Concession contract entered into by the Catalan Government and aucat for the construction, maintenance and operation of the C-32Pau Casals motorway. The concession terminates on 26 January 2039.

• Concession contract entered into by the Ministry of Public Works and aumar for the construction, maintenance and operation of thetoll Motorways AP-7 (Tarragona-Valencia and Valencia-Alicante) and AP-4 (Seville-Cádiz), which terminates on 31 October 2019.aumar, in turn, has a contract with the Ministry of Public Works for the provision of maintenance services and the operation of the toll-free bridge over the Bay of Cadiz, extendible four-year periods, and which was extended in 2004 until 31 December 2008.

• Concession contract entered into by the Ministry of Public Works and iberpistas for the construction, maintenance and operation ofthe Villalba-Adanero Motorway(AP-6), which terminates on 29 January 2018.

• Concession contract entered into by the Ministry of Public Works and castellana for the construction, maintenance and operation ofthe stretches of the AP-6 toll motorway connection with Segovia (AP-61) and AP-6 connection with Ávila (AP-51), which terminates inNovember 2031.

• Concession contract entered into by the Ministry of Public Works and Avasa for the construction, maintenance and operation of theBilbao-Zaragoza section of the Ebro Motorway, now known as the AP-68 motorway, which terminates on 11 November 2026.

• Concession contract entered into by the Ministry of Public Works and aulesa for the construction, maintenance and operation of theLeón-Astorga toll motorway, which terminates on 11 March 2055.

• Concession contract entered into by the Regional Government of Madrid and Trados 45 for the construction, maintenance andoperation of the O’Donnell – N-IV stretch of the M-45 Road in Madrid, which terminates in August 2029.

• Concession contract entered into by the Argentine Government and GCO for the construction, maintenance and operation of theAutopista del Oeste, which terminates on 31 December 2018.

• Concession contract entered into by the Unidad Administrativa Especial de la Aeronáutica Civil (Special Civil Aeronautic AdministrativeUnit) and codad for the construction, maintenance and operation of the second runway of the El Dorado Airport in the city of Bogota,Colombia, which terminates on 8 June 2025.

tbi operates five airports under concession:

• London Luton: 9.9 million passengers in 2007. The concession expires in 2028.

• Orlando Sandford: 1.8 million passengers in 2007. The concession expires in August 2037.

•La Paz, Santa Cruz and Cochabamba: Bolivian airports with 2.6 million passengers in 2007. Concessions terminate in March 2022.

Saba operates various car parks under concession (contracts signed with local Administrations in the different countries where itoperates):

• Spain: 70 operating centres (car parks and metered street parking areas) with a total of 28,966 spaces. The average time to maturityof all the concessions is 25 years.

• Italy: 38 operating centres with 17,079 spaces and an average time to maturity of all the concessions of 30 years.

• Portugal: 16 car parks providing 6,153 spaces under various concessions, with an average time to maturity of 17 years.

• Chile: 11 operating centres with 4,361 spaces and an average time to maturity of the concession of 26 years.

• Morocco: 6 operating centres with a total of 3,643 parking spaces and an average time to maturity of 7 years.

55

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Sevisur, located on land owned by the Seville Port Authority released under an administrative concession until 2033 / 2037 in the caseof ZAL-I. On 20 December 2007 the aforementioned Authorities awarded abertis logística with a new administrative concession forthe construction and operation of buildings allocated to logistics activities of the ZAL-II of the Seville harbour for 35 years as from thebeginning of the construction works. It is expected that in 2008 sevisur will subrogate the adjudication to abertis logistics.

NOTE 29. SUBSEQUENT EVENTS

On 4 January 2008 abertis reached an agreement in principle with ACS, Actividades de Construcción, S.A. (ACS) to acquire, through aconsortium controlled by abertis of an initial stake expected to total 51%, 48% of the company Autopista Central (urban tollmotorway in Santiago de Chile) and 50% of the company Rutas del Pacífico (toll motorway Santiago de Chile - Valparaiso - Viña delMar) for approximately Euros 700 million, to be paid by the aforementioned consortium. The execution of this operation is expected toconclude in the first quarter of 2008, provided that it is approved by the Board of Directors of abertis.

Furthermore, on 29 January 2008 and in accordance with the provisions of the shareholders’ agreement signed in June 2007 by abertisand Schemaventotto (hereon S28, company that controls 50.10% of Atlantia -formerly Autostrade- and which at the 2007 year end isconsolidated by equity accounting), the Executive Committee of abertis has decided to begin the process for the spin off of S28, inwhich it holds a 13.33% interest, which represents an indirect participation of 6.68% in Atlantia. As a result, at the end of thisdemerger process abertis will hold a direct 6.68% interest in Atlantia.

Barcelona, 26 February 2008

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57

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Company Registered Office

Cost (Thousand Euros) % (*)

DIRECT SHAREHOLDINGS

Abertis Infraestructuras Finance, B.V. Prins bernhardptin, 200 1097JB. Amsterdam (Netherlands) 2,000 100.00%

Serviabertis, S.L. Av. Parc Logístic, 12-20 Barcelona 12,003 100.00%

Abertis USA Corp. 813 Slaters Lane Alexandria, VA 22314 USA 399 100.00%

Toll Motorways

Autopistas, C.E.S.A. (acesa) Av. Parc Logístic, 12-20 Barcelona 647,187 100.00%

Autopistas Aumar, S.A.C.E. (aumar) Paseo de la Alameda, 36, Valencia 591,587 100.00%

Iberpistas, S.A.C.E. Pío Baroja, 6, Madrid 223,560 100.00%

Aurea Limited 180 Strand. London (UK) 23,363 100.00%

Abertis Infraestructuras Chile Limitada (abertis Chile) Avenida Andrés Bello 2777 Of.2302, 23,553 100% (1)

Los Condes-Santiago (Chile)

Gestión Integral de Concesiones S.A.(GICSA) Montalbán, 5, Madrid 60 99.80%

Autopistas de Puerto Rico y Compañía, S.E. (apr) Montellano Sector Embalse San José 4,640 75.00%

San Juan de Puerto Rico 00923 (Puerto Rico)

Holding d’Infrastructures de Transport, S.A.S 100 Avenue de Sufren 75015 Paris 1,013,112 52.55%

Abertis Portugal SGPS, S.A. Rua General Norton de Matos 21-A 309,353 100.00%

Arquiparque Algés Oeiras (Portugal)

Abertis Autopistas España, S.A. Pio Baroja, 6 Madrid 373 100.00%

Abertis Mexico Av. Parc Logístic, 12-20 Barcelona 3 100.00%

Telecommunications

Abertis Telecom, S.A. Av. Parc Logístic, 12-20 Barcelona 326,433 100.00%

Airports

Abertis Aeroports. S.A. Av. Parc Logístic, 12-20 Barcelona 3,756 100.00%

Airport Concession and Development Limited (ACDL) Brittania House, Frank Lester Way, London Luton 711,513 90.00%

Airport, Luton, Bedfordshire, LU2 9NQ. UK

Compañía de Desarrollo Aeropuerto Eldorado, S.A.(codad) Aeropuerto El Dorado, Muelle Internacional piso 2 45,751 85.00%

Costados Sur Bogotá D.C.

Car parks

Saba Aparcamientos, S.A. (saba) Av. Parc Logístic, 12-20 Barcelona 231,409 99.32%

Logistics

Abertis Logística, S.A. Av. Parc Logístic, 12-20 Barcelona 81,993 100.00%

INDIRECT SHAREHOLDINGS

Through Autopistas. C.E.S.A.

Acesa Italia, S.r.L. Via delle Quatro Fontane, 15. Roma (Italy) 194,291 100.00%

Autopistes de Catalunya, S.A. (aucat) Av. Parc Logístic, 12-20 Barcelona 162,352 100.00%

Grupo Concesionario del Oeste, S.A.(gco) (2) Ruta Nacional nº7, km25,92 Ituzaingó (Argentina) 24,498 48.60%

Through Iberpistas. C.E.S.A.

Castellana de Autopistas, S.A.C.E. Pío Baroja, 6. Madrid 236,730 100.00%

Autopistas de León, S.A.C.E. (aulesa) Villadangos del Páramo. Ctra. Santa María del Páramo. León 54,752 100.00%

Through Abertis Infraestructuras Chile

Abertis Logística Chile Andrés Bello, 2777. Las Condes. Santiago (Chile) 8,966 100.00%

Gestora de Autopistas, S.A. (GESA) Andrés Bello, 2777 of 2302. Las Condes. Santiago (Chile) 428 51.00 %

Through Holding d’Infrastructures de Transport, S.A.S

sanef (Sociétes des Autoroutes du Nord-Est de la France) 100, Avenue de Suffren 75015 Paris. France 4,443,678 52.55%

HIT Finance BV Rokin 55, 1012 KK Amsterdam. Netherlands 2,000 52.55%

sapn (Société des autoroutes Paris-Normandie) 100, Avenue de Suffren 75015 Paris. France 599,909 52.53%

Nacional P. 20, route de Rouen, zone Grandin Noury, 76500 Elbeuf. France 4,714 52.55%

Sanef d.o.o Savska 106 10000 Zagreb. Croacia. 3 52.55%

Eurotoll 100, Avenue de Suffren 75015 Paris. France 3,000 52.55%

BetEire Flow 7/8 Wilton Terrace Dublin 2 Ireland - 42.04%

SEA14 100, Avenue de Suffren 75015 Paris. France 3,700 52.53%

Masternaut 4, rue Charles Cros BP 30712, 27407 Louviers Cedex. France. 10,765 50.75% (3)

58 Consolidated Annual Accounts and Management Report

(1) abertis shareholding: 100%. Direct 99.98%; Indirect through Gicsa 0.02%.(2) The shares of gco are listed on the Buenos Aires Stock Exchange. The average quotation price for the last quarter of 2007 was Argentine Pesos 1.15. At the year end the quotation was Pesos A 1.20. 57.6%of the voting rights are held.(3) Indirect shareholding in abertis: 50.75% indirect through sanef 35.75% and Nacional P. 15.00%

APPENDIX I. Subsidiary companies included in consolidation scope

Shareholding

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59

Company owning Consolidation Activity Auditor

shareholding method

abertis Full consolidation Financial services PwC

abertis Full consolidation Administration and technology management services PwC

abertis Equity accounting Development and management of transport and -

communications infrastructures

abertis Full consolidation Toll motorway concessionnaire PwC

abertis Full consolidation Toll motorway concessionnaire PwC

abertis Full consolidation Toll motorway concessionnaire PwC

abertis Equity accounting Holding company PwC

abertis Full consolidation Toll motorway concessionnaire PwC

abertis Equity accounting Infrastructure administration and management PwC

abertis Equity accounting Infrastructures concessionnaire PwC

abertis Full consolidation Holding company PwC/ Other auditors

abertis Full consolidation Holding company PwC

abertis Full consolidation Study, development and construction of public infrastructure -

abertis Full consolidation Construction, maintenance and exploitation of concession toll motorways -

abertis Full consolidation Telecommunications services Other auditors

abertis Full consolidation Development, construction and management of airports PwC

abertis Full consolidation Holding company PwC

abertis Full consolidation Airport construction and maintenance PwC

abertis Full consolidation Car park operator PwC

abertis Full consolidation Logistics development and technical assistance PwC

acesa Full consolidation Holding company PwC

acesa Full consolidation Toll motorway concessionnaire PwC

acesa Full consolidation Toll motorway concessionnaire PwC

iberpistas Full consolidation Toll motorway concessionnaire PwC

iberpistas Full consolidation Toll motorway concessionnaire PwC

abertis Chile Full consolidation Construction and exploitation of logistics facilities -

abertis Chile Full consolidation Toll motorway concessionnaire PwC

Holding d'Infrastructures de Transport, S.A.S Full consolidation Toll motorway concessionnaire PwC/other auditors

Holding d'Infrastructures de Transport, S.A.S Full consolidation Holding company PwC

sanef Full consolidation Toll motorway concessionnaire PwC

sanef Full consolidation Telematic activities Other auditors

sanef Full consolidation Engineering services PwC

sanef Full consolidation Telematics Other auditors

sanef Full consolidation Toll motorway concessionnaire Other auditors

sapn Full consolidation Toll motorway concessionnaire Other auditors

sanef /National P Full consolidation Telematics Other auditors

(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies heldThis Appendix forms part of Note 2b.i of the notes to the 2007 consolidated annual accounts with which it should be read. Translation of aggregates in non-Euro currency is made at the year end exchange rate.

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Company Registered Office

Cost (Thousand Euros) % (*)

Through Abertis Telecom

Retevisión I, S.A. Av. Parc Logístic, 12-20 08040 Barcelona 175,864 100.00%

Tradia Telecom, S.A. Av. Parc Logístic, 12-20 08040 Barcelona 134,497 100.00%

Through ACDL

TBI plc Brittania House, Frank Lester Way, London Luton Airport, 757,344 90,00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Finance Ltd Brittania House, Frank Lester Way, London Luton Airport, 123,602 90,00%

Luton, Bedfordshire, LU2 9NQ. UK

Airport Group International Holdings LLC c/o Corporation Trust Center, 1209 Orange Street, 116,933 90.00%

Wilmington, Delaware 19801, United States of America

TBI International Airports Limited Brittania House, Frank Lester Way, London Luton Airport, 55,134 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Global Limited Brittania House, Frank Lester Way, London Luton Airport, - 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Aiviation Limited Brittania House, Frank Lester Way, London Luton Airport, - 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Financial Investments Limited c/o PricewaterhouseCoopers LLP, 68-73 Queen Street, Edinburgh 95 90.00%

TBI (US) Holdings Limited Brittania House, Frank Lester Way, London Luton Airport, 35,930 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Airport Holdings Limited Brittania House, Frank Lester Way, London Luton Airport, 12,068 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Costa Rica SRL Forum Business Park, Building G, Fourth Floor, Santa Ana, Costa Rica - 90.00%

Stockholm Skavsta Flygplats AB Box 44, 611 22 Nyköping, Sweden 32,492 81.09%

TBI Global ( Business Travel) Limited Brittania House, Frank Lester Way, London Luton Airport, 68 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI US Operations Inc c/o Corporation Service Company, 2711 Centreville Road, 52,896 90.00%

Suite 400, Wilmington, Delaware, 19808, United States of America

Belfast International Airport Holdings Limited Brittania House, Frank Lester Way, London Luton Airport, 98,718 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

LLAG Investors (UK) Limited Brittania House, Frank Lester Way, London Luton Airport, 82,217 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

London Luton Airport Group Limited Brittania House, Frank Lester Way, London Luton Airport, 71,149 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

Cardiff International Airport Limited Brittania House, Frank Lester Way, London Luton Airport, 52,362 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Overseas Holdings Inc c/o Corporation Service Company, 2711 Centreville Road, 98,931 90.00%

Suite 400, Wilmington, Delaware, 19808, United States of America

Orlando Sanford International Inc 2 Red Cleveland Boulevard, Suite 210, Sanford, Florida, 5,357 90.00%

FL32773, United States of America

TBI Real Estate Holdings LLC 2711 Centreville Road, Suite 400, Wilmington, 2,188 90.00%

Delaware 19808, United States of America

TBI Airport Management Inc PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2 641 90.00%

Orlando Sanford Domestic Inc 2711 Centreville Road, Suite 400, Wilmington, - 90.00%

Delaware 19808, United States of America

TBI Cargo Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, - 90.00%

United States of America

TBI (Saudi Arabia) Brittania House, Frank Lester Way, London Luton Airport, Luton, - 90.00%

Bedfordshire, LU2 9NQ. UK

Belfast International Airport Limited Belfast International Airport, Aldergrove, BT29 4AB 45,721 90.00%

Aldergrove Airports Limited Brittania House, Frank Lester Way, London Luton Airport, - 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

Aldergrove International Airports Limited Belfast International Airport, Aldergrove, BT29 4AB - 90.00%

60 Consolidated Annual Accounts and Management Report

(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies heldThis Appendix forms part of Note 2b.i of the notes to the 2007 consolidated annual accounts with which it should be read. Translation of aggregates in non-Euro currency is made at the year end exchange rate.

Shareholding

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61

Company owning Consolidation Activity

shareholding method

abertis telecom Full consolidation Infrastructure and telecommunications operator Other auditors

abertis telecom Full consolidation Infrastructure and telecommunications operator Other auditors

ACDL Full consolidation Holding company PwC

TBI plc Full consolidation Financial services PwC

TBI plc Full consolidation Holding company PwC

TBI plc Full consolidation Holding company PwC

TBI plc Full consolidation Dormant PwC

TBI plc Full consolidation Airplane rentals PwC

TBI Finance Ltd Full consolidation Special purpose entity PwC

TBI International Airports Limited Full consolidation Holding company PwC

TBI International Airports Limited Full consolidation Holding company PwC

TBI International Airports Limited Full consolidation Technical consulting services PwC

TBI International Airports Limited Full consolidation Airport management and exploitation PwC

TBI Global Limited Full consolidation Dormant PwC

TBI (US) Holdings Limited Full consolidation Holding company PwC

TBI Airport Holdings Limited Full consolidation Holding company PwC

TBI Airport Holdings Limited Full consolidation Holding company PwC

TBI Airport Holdings Limited Full consolidation Holding company PwC

TBI Airport Holdings Limited Full consolidation Airport management and exploitation PwC

TBI US Operations Inc Full consolidation Holding company PwC

TBI US Operations Inc Full consolidation Airport management and exploitation PwC

TBI US Operations Inc Full consolidation Real estate PwC

TBI US Operations Inc Full consolidation Airport management and exploitation PwC

TBI US Operations Inc Full consolidation Airport management and exploitation PwC

TBI US Operations Inc Full consolidation Air transport of goods PwC

TBI Internacional Airports Limited Full consolidation Dormant PwC

Belfast International Airport Holdings Limited Full consolidation Airport management and exploitation PwC

Belfast International Airport Holdings Limited Full consolidation Dormant PwC

Belfast International Airport Holdings Limited Full consolidation Dormant PwC

Auditor

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62 Consolidated Annual Accounts and Management Report

Company Registered Office

Cost (Thousand Euros) % (*)

London Luton Airport Operations Limited Brittania House, Frank Lester Way, London Luton Airport, 7,191 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

MB 121 Limited Brittania House, Frank Lester Way, London Luton Airport, - 90.00%

Luton, Bedfordshire, LU2 9NQ. UK

TBI Overseas (UK) LLC c/o Corporation Service Company, 2711 Centreville Road, 20,879 90.00%

Suite 400, Wilmington, Delaware, 19808, United States of America

TBI (US) Inc 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808, 14,436 90.00%

United States of America

TBI Toronto Inc PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2 641 90.00%

Airport Group New York Inc c/o CT Corporation System, 818 West 7th Street, Los Angeles, 1 90.00%

CA 90017, United States of America

TBI Airport Management Canada Inc 66 Wellington Street West, Suite 3600, Toronto, Ontario, Canada - 90.00%

Aldergrove Car Parks Limited Belfast International Airport, Aldergrove, BT29 4AB - 90.00%

TBI Overseas (Bolivia) LLC c/o Corporation Service Company, 2711 Centreville Road, Suite 400, 14,436 90.00%

Wilmington, Delaware, 19808, United States of America

TBI Partnership PO Box 6041, Toronto AMF, Toronto, Ontario, L5P 1B2 - 90.00%

Servicios de aeropuertos Bolivianos, S.A. Santa Cruz de la Sierra, Santa Cruz, Bolivia 2,647 90.00%

Through Saba

Spel-Sociedade de Parques de Guedes de Azevedo, 148-180. Porto (Portugal) 38,418 99.32%

Estacionamiento, S.A. (SPEL)

Saba Italia, S.p.A. Via delle Quatro Fontane, 15. Roma (Italy) 43,326 99.32%

Parbla, S.A. Sabino Arana, 38. Barcelona 1,820 99.32%

Saba Estacionamientos de Chile, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 23,000 99.32%

Saba Inmobiliaria de Aparcamientos, S.L. Avda. Parc Logístic, 12-20. Barcelona 200 99.32%

Saba Aparcament de Santa Caterina Avda. Parc Logístic, 12-20. Barcelona 29 91.37%

Societat d'aparcaments de Terrassa, S.A. (SATSA) Plaça Vella, subsuelo. Terrassa 5,082 87.44%

Societat Pirenaica d'Aparcaments, S.A. (SPASA) Pau Casals, 7. Escaldes-Engordany (Principat d'Andorra) 100 59.59%

Rabat Parking S.A. Rue de Larache, 8. Rabat (Marruecos) 1,138 50.65%

Liz Estacionamientos Guedes de Azevedo, 148-180. Porto (Portugal) 255 50.65%

Saba Campo San Giacomo Via delle Quatro Fontane, 15. Roma (Italia) 11 98.33%

Parcheggi Pisa Via delle Quatro Fontane, 15. Roma (Italia) 16 69.52%

Park Maggiore, S.p.A. Via delle Quatro Fontane, 15. Roma (Italia) 1,049 69.52%

Saba Park Chile, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 1,291 98.73%

Concesionaria Subterra Andrés Bello, 2777. Las Condes. Santiago (Chile) 1,031 99.32%

Concesionaria Subterra Dos Andrés Bello, 2777. Las Condes. Santiago (Chile) 672 99.32%

Saba Park Chile Servicios, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 96 99.31%

Concesionaria Subterra Tres Andrés Bello, 2777. Las Condes. Santiago (Chile) 644 99.22%

Concesionaria Plaza de Ciudadania, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 4,025 99.31%

Concesionaria Estacionamientos Paseo Bulnes, S.A. Andrés Bello, 2777. Las Condes. Santiago (Chile) 367 98.72%

Through Abertis Logística

Sevisur Logística, S.A. Moratín, 1. Sevilla 8,987 60.00%

Consorcio de Plataformas Logísticas, S.A. Av. Parc Logístic, 12-20 Barcelona 306 66.68% (4)

Abertis Sanef Logistica 100, Avenue de Suffren 75015 Paris. France 19 76.28% (5)

(4) Indirect shareholding of abertis: 66.68%. Indirect through abertis logística 51% and indirect through Cilsa 15.68%(5) Indirect shareholding of abertis: 76.28%. Indirect through abertis logística 50% and sanef 26.28%

(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies heldThis Appendix forms part of Note 2b.i of the notes to the 2007 consolidated annual accounts with which it should be read. Translation of aggregates in non-Euro currency is made at the year end exchange rate.

Shareholding

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63

Company owning Consolidation Activity

shareholding method

London Luton Airport Group Limited Full consolidation Airport management and exploitation PwC

Cardiff International Airport Limited Full consolidation Dormant PwC

TBI Overseas Holdings Inc Full consolidation Technical consulting services PwC

TBI Overseas Holdings Inc Full consolidation Holding company PwC

TBI Airport Management Inc Full consolidation Airport management and exploitation PwC

TBI Airport Management Inc Full consolidation Dormant PwC

TBI Airport Management Inc Full consolidation Airport management and exploitation PwC

Belfast International Airport Holdings Limited Full consolidation Car parks PwC

TBI (US) LLC Full consolidation Holding company PwC

TBI Toronto Inc Full consolidation Airport management and exploitation PwC

TBI Overseas (Bolivia) LLC Full consolidation Airport management and exploitation PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks PwC

saba Full consolidation Car parks Other auditors

spel Full consolidation Car parks PwC

saba Italia Full consolidation Car parks PwC

saba Italia Full consolidation Car parks PwC

saba Italia Full consolidation Car parks PwC

Saba Estacionamientos de Chile, S.A. Full consolidation Car parks PwC

Saba Estacionamientos de Chile, S.A. Full consolidation Car parks PwC

Saba Estacionamientos de Chile, S.A. Full consolidation Car parks PwC

Saba Estacionamientos de Chile, S.A. Full consolidation Car parks PwC

Saba Estacionamientos de Chile, S.A. Full consolidation Car parks PwC

Saba Estacionamientos de Chile, S.A. Full consolidation Car parks PwC

Saba Park Chile, S.A. Full consolidation Car parks PwC

abertis logística Full consolidation Construction and exploitation of logistics facilities PwC

abertis logística / Cilsa Full consolidation Construction and exploitation of logistics facilities -

abertis logística / sanef Full consolidation Construction and exploitation of logistics facilities -

Auditor

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64 Consolidated Annual Accounts and Management Report

Company Registered office

Cost (Th Euros) % (*)

Through Iberpistas S.A.C.E.

Autopistas Vasco-Aragonesa, C.E.S.A. (AVASA) Barrio de Anuntzibai, s/n 48410. Orozco. Vizcaya 221,346 50.00%

Autopista Trados-45, S.A. (TRADOS-45) Ctra. M-203 P.K. 0,280. Madrid 45,456 50.00%

Through Abertis Telecom

Servicios Audiovisuales Overon, S.L. (overon) Gran via de les Corts Catalanes, 130-136 Barcelona 22,598 51.00%

Adquisición de emplazamientos,S.L. (ADESAL) Ausias March 20, Valencia 2 51.00%

Through Saba

Saba Aparcamientos de Levante, S.L. Avda. Parc Logístic, 12-20. Barcelona 4,514 49.65%

Through Abertis Logística

Areamed 2000, S.A. Vía Augusta, 21-23, Barcelona 35 50.00%

Parc Logístic de la Zona Franca, S.A. (PLZF) Av. del Parc Logístic, 12-10. Barcelona. 11,871 50.00%

Araba Logística, S.A. (ARASUR) Olaguibel, 2 Vitoria 17,368 43.98%

APPENDIX II. Multigroup companies included in consolidation scope

(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies heldThis Appendix forms part of Note 2b.i of the notes to the 2007 consolidated annual accounts with which it should be read. Translation of aggregates in non-Euro currency is made at the year end exchange rate.

Company Registered office

Cost (Thousand Euros) % (*) Assets Liabilities

DIRECT SHAREHOLDINGS

Concesionaria Vial de los Carretera novena, 126-91. 17,789 39.04% 75,028 53,975

Andes, S.A. (COVIANDES) Santafé de Bogotá (Colombia)

Pt Operational Services Limited Yorkcor Park, 86 Watermeger street, - 33.30% 2,433 1,174

(PTY) Pretoria. South Africa

Autopistas del Sol, S.A. (AUSOL) Leandro N. Alem, 712, 10, Piso 4. 147,548 31.59% 156,722 255,880

Buenos Aires (Argentina)

INDIRECT SHAREHOLDINGS

Through Autopistas C.E.S.A.

Túnel del Cadí, S.A.C. Carretera de Vallvidrera a St. Cugat, km 5,3. Barcelona 26,235 37.21% 124,593 89,669

Autopista Terrassa-Manresa, Autema, Autopista C-16, km 41. Barcelona 46,291 23.72% 242,357 320,481

Concesionària de la Generalitat de

Catalunya, S.A. (AUTEMA)

Shcemeventotto, S.p.A. Corso Trieste, 170 10024 Moncalieri (Italy) 194,107 13.33% 2,106,841 59,791

Autostrade, S.p.A. (6)/(7) Via . Bergamini, 50, Roma (Italy) 2,044,187 6.68% 17,444,937 13,115,229

Through Aumar S.A.C.E.

Ciralsa, S.A.C.E. Av. Maisonnave, 41. Alicante 12,542 25.00% 337,555 283,106

Through Iberpistas S.A.C.E.

Alazor Inversiones, S.A. Carretera M-50, Km. 67,5 Area de Servicio la 78,859 35.12% 763,278 571,077

Atalaya Villaviciosa de Odón (Madrid)

Infraestructuras y Radiales, S.A. (IRASA) Golfo de Salónica, 27. Madrid 17,263 22.50% (8) 462,223 458,515

M-45 Conservación, S.A. Ctra. M-203 P.K. 0,280. Madrid 277 25.00% 169 262

Accesos de Madrid, C.E.S.A. Carretera M-50, Km. 67,5 Area de Servicio la Atalaya 223,600 35.12% 983,064 913,782

Villaviciosa de Odón (Madrid)

Autopista del Henares, Golfo de Salónica, 27. Madrid 426,550 22.50% 500,100 55,668

S.A.C.E. (HENARSA)

Erredosa Infraestructuras,S.A. Golfo de Salónica, 27. Madrid 61 22.50% 50 -

(ERREDOSA)

APPENDIX III. Associates included in consolidation scope

(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies heldThis Appendix forms part of Note 2b.i of the notes to the 2007 consolidated annual accounts with which it should be read. Translation of aggregates in non-Euro currency is made at the year end exchange rate.

Shareholding

Shareholding

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65

Company owning Consolidation Activity Auditor

shareholding method

iberpistas Proportional consolidation Toll motorway concessionaire PwC

iberpistas Proportional consolidation Infrastructures concessionaire PwC

abertis telecom Proportional consolidation Telecommunications and audiovisual services Other auditors

tradia telecom Proportional consolidation Construction and exploitation of telecommunications infrastructures -

saba Proportional consolidation Car park operator PwC

abertis logística Proportional consolidation Service station operator Other auditors

abertis logística Proportional consolidation Development and operation of logistics facilities Other auditors

abertis logística Proportional consolidation Development and operation of logistics facilities PwC

Profit/ Company owning Consolidation

Income (Loss) shareholding method Activity Auditor

44,725 13,855 abertis Equity accounting Infrastructures concessionaire Other auditors

8,113 1,904 abertis Equity accounting Operation and maintenance Other auditors

44,853 (533) abertis Equity accounting Toll motorway concessionaire PwC/Other auditors

22,207 6,774 acesa Equity accounting Toll motorway concessionaire Other auditors

44,127 10,410 acesa Equity accounting Toll motorway concessionaire PwC

- 186,671 acesa Italia Equity accounting Holding company Other auditors

2,457,759 560,949 Schemaventotto Equity accounting Toll motorway concessionaire Other auditors

12,063 (4,472) aumar Equity accounting Construction, maintenance and Other auditors

operation of toll motorways

15 (4,270) iberpistas Equity accounting Holding company Other auditors

- (16,851) iberpistas / Avasa Equity accounting Holding company Other auditors

1,707 - Trados-45 Equity accounting Conservation and maintenance of motorways Other auditors

30,001 (38,080) Alazor Inversiones Equity accounting Toll motorway concessionaire Other auditors

1,180 (26,738) Irasa Equity accounting Toll motorway concessionaire Other auditors

- (3) Irasa Equity accounting Administration and management Other auditors

of infrastructures

(6) The shares of Atlantia, S.p.A. are traded on the Milan Stock Exchange. The average share price of the last quarter of 2007 was Euros 25.94. At the end of the year, the share price was Euros 25.93.(7) Consolidated information at 30 September 2007 (under IFRS, minority interest is not included in reserves).(8) Indirect shareholding of abertis: 22.5%. Indirect through Iberpistas, S.A.C.E. 15% and Avasa 7.5%.(9) Indirect shareholding of abertis: 11.34%. Indirect through Sanef 6.13% and Sapn 4.21%.

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66 Consolidated Annual Accounts and Management Report

Company Registered office

Cost (Thousand Euros) % (*) Assets Liabilities

Through Aurea Ltd.

Road Management Group (RMG) 130, High Street Old. Woking Surrey (UK) 8,636 25.00% 410,214 397,577

Through Abertis Infraestructuras Chile

Sociedad Concesionaria Andrés Bello, 2777. Las Condes. Santiago (Chile) 20,009 25.00% 406,530 300,219

del Elqui, S.A. (ELQUI)

Through Holding d’Infrastructures de Transport, S.A.S

Alis 35, rue des Chanteriers 78000 Versailles. France 2,258 10.34% (9) 1,244,898 949,265

Routalis 11, avenue du Centre 78280 Guyancourt. France 12 15.75% 3,923 3,083

Through Abertis Telecom

Torre de Collserola, S.A. Ctra. de Vallvidrera al Tibidabo, s/n. Barcelona 2,648 41.75% 8,491 1,649

Consorcio de Telecomunicaciones Avda. Juan Carlos I, 59 Espinardo (Murcia) 250 25.00% 4,404 2,230

avanzadas, S.A. (COTA)

Eutelsat Communications, S.A. (10) c/ Balard nº 70, Paris. France 1,077,136 31.57% 4,373,782 3,114,340

Through Saba

Las Mercedes Sociedad Concesionaria, S.L. Las Mercedes, s/n. Las Arenas-Getxo. Vizcaya 539 33.10% 10,117 9,349

Parcheggi Bicocca Via delle Quatro Fontane, 15. Roma (Italy) 42 24.83% 18,273 17,397

Port Mobility Via delle Quatro Fontane, 15. Roma (Italy) 66 9.93% 3,312 2,404

Bofipark Via Michelino 32. Bologna (Italia) 27 29.80% 90 -

Bologna Fiera Scarl Via Maserati 16. Bologna (Italy) 94 12.42% 3,000 -

Through Abertis Logística

Centro Intermodal de Av. Ports d'Europa, 100. Barcelona 25,429 32.00% 185,173 141,783

Logística, S.A. (CILSA)

Through ACDL

SFB Fueling (US) 2711 Centreville Road, Suite 400, 342 50.00% 2,032 1,579

Wilmington, Delaware 19808, USA

(10) The shares of Eutelsat, S.A. are listed on the Paris stock exchange. The average quotation price for the last quarter of 2007 was Euros 18.52. At the year end the quotation was Euros 20.35.

(*) Corresponds to % shareholding of Abertis Infraestructuras, S.A. (direct or indirect) with respect to each of the companies heldThis Appendix forms part of Note 2b.i of the notes to the 2007 consolidated annual accounts with which it should be read. Translation of aggregates in non-Euro currency is made at the year end exchange rate.

Shareholding

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67

Profit/ Company owning Consolidation

Income (Loss) shareholding method Activity Auditor

56,099 1,988 Aurea Limited Equity accounting Toll motorway concessionaire Other auditors

25,297 22,464 abertis Chile Equity accounting Toll motorway concessionaire Other auditors

37,797 (23,336) sanef y sapn Equity accounting Toll motorway concessionaire Other auditors

7,708 796 sapn Equity accounting Management of land transport infrastructures Other auditors

3,906 67 retevisión Equity accounting Construction and operation of Other auditors

telecommunications infrastructures

2,577 628 tradia Equity accounting Provision of services -

for telecommunications operators and concessions

855,570 173,442 abertis telecom Equity accounting Satellite telecommunciations operator Other auditors

390 (241) saba Equity accounting Car park operator PwC

337 (1,426) saba Italia Equity accounting Car park operator PwC

2,366 (427) saba Italia Equity accounting Car park operator Other auditors

- - saba Italia Equity accounting Car park operator PwC

- - saba Italia Equity accounting Car park operator PwC

26,506 407 abertis logística Equity accounting Development and operation Other auditors

of logistics facilities

40,409 453 SFB Fueling Equity accounting Purchase-sale of fuel PwC

Holding (US)

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CONSOLIDATED MANAGEMENT REPORT FOR 2007

The abertis Group provides its services in the area of infrastructure management serving mobility and communications. It operates inthe sectors of motorways, telecommunication infrastructure, airports, car parks and logistic infrastructure.

Significant events

In 2007 the Group has continued to carry out its activities along the major strategic lines that have marked its initiatives in the lastfew years (growth, profitability, sustainability and service). The main events of special note during the year are as follows:

• In the toll motorway sector the Group, through acesa, has begun expansion work on the AP-7 stretch between La Jonquera (Girona)and Vilaseca-Salou (Tarragona) while the third Guadarrama Tunnel has been opened up to traffic on the AP-6 motorway by castellana.The Group has also acquired a 4.6% stake in the Portuguese concessionaire Brisa, raising its total interest to 14.6%. iberpistas hasacquired 20.8% of aulesa and now holds 100% while sanef has been awarded tele-toll contracts in Canada and Ireland.

In addition to the ongoing expansion of its capacity, this division of the group continues to undertake research and implementation ofbest practices to provide top quality, differentiated service to its customers and users in areas such as dynamic tolling, signage andtraffic circulation, which contribute notably to the improvement in speed and safety on the road.

• In the telecommunications infrastructure sector, abertis telecom has acquired 28.4% of the Spanish satellite operator Hispasat,pending mandatory authorisation. This operation will clearly reinforce the Group’s position obtained last year through the acquisitionof 32% of the capital in Eutelsat, a company that has formed part of the Group throughout all of 2007. The satellite business is clearlycomplementary to the traditional land broadcasting business of abertis telecom to date in Spain.

On the other hand, abertis telecom continues to lead the provision of digital land television broadcasting services in Spain(expanding the coverage established by the Government) while carrying out research and broadcasting tests for the Internet andmobile telephony television, as well as continuing to be adjudicated contracts each year for television and radio broadcasting all acrossSpain.

• In the airport sector, the Group has signed an agreement for the acquisition of 99% of Desarrollo de Concesiones Aeroportuarias(DCA), a group with interests in airports in Mexico, Jamaica, Chile and Colombia, which will become effective in 2008. It has alsoentered into operator contracts for two new airports in the USA.

abertis airports has a policy of ongoing improvement to its facilities (optimisation of safety and security measures and the expansionand improvement of passenger commercial services) and an increase in the number of destinations at the airports it manages throughagreements with the main airlines.

• In the car park sector, saba continues to expand across Spain (Vilafranca del Penedes, Girona, Terrassa, Las Palmas de Gran Canaria),Italy (Roma-Villa Borghese and Trieste) and Chile (Santiago de Chile). Thus, it is consolidating the process of international expansionbegun several years ago with a major presence in Italy, Portugal and Chile.

Through an attitude of proactive collaboration with governments in the search for solutions to problems of mobility in city centres,saba permanently maintains a major portfolio of projects presented in countries it has selected for its activities.

• In the logistics infrastructure sector, all the available surface areas have reached high levels of occupancy, while agreements have beensigned for the development of logistics facilities in Santiago de Chile. The Group has secured the adjudication of the concession for theconstruction and exploitation of the ZAL II for the Seville Harbour and an agreement has been reached for the acquisition of a majorportfolio of buildings and surface areas earmarked for logistics services in Madrid and Barcelona.

Thus, abertis logística is consolidating its presence in the main logistics corridor hubs in the Iberian peninsula (Barcelona-Madrid-Lisbon-Seville-Vitoria) while beginning a process of international expansion.

Already since the beginning of 2008, and in line with the procedures set down in the shareholders’ agreement of Schema28, abertishas filed for its separation from this company and the final assignment of a direct 6.68% stake in the capital of Atlantia (formerlyAutostrade), after having realised that, in spite of the excellent relations between both companies and their major shareholders, theconditions do not exist to culminate the project initiated in April 2006, which had the unanimous support of the shareholders and theunrestricted authorisation of the competent European authorities.

68 Consolidated Annual Accounts and Management Report

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Activity and results

2007 can be characterised as frankly positive in terms of activity and results in all the business units of the Group:

Operating income has totalled Euros 3,620 million, which represents an increase of 9% against last year.

In motorways, which is the main business in terms of contributions to consolidated income, the average daily traffic flow (mainindicator) for all the concessionaires has increased by 3% to 26,450 vehicles. The other sectors have also increased their activity andincome.

During 2007 most of the increase in the Group’s aggregates in operating results has been due to the increase in the activity mentionedabove, with few substantial variations in the consolidation scope. The impacts of the expansion during the year have centred basicallyon financial results (increase in financial expense due to the financing of new investment operations) and on the results of companiesconsolidated by equity accounting, which includes the first full year of net contributions from Eutelsat.

Of special note is the decrease in the corporate income tax rate in Spain and the UK, which has decreased the expense in this area.

Consolidated net income for the year attributable to the equity holders has reached Euros 682 million, which represents an increase of29% on last year (19% in comparable terms if we exclude the effect of extraordinary or non-recurrent results). For comparativepurposes with the previous year, please bear in mind the extraordinary or non current items in 2006 totalling Euros 42 million for thenegative adjustment to net deferred tax assets and liabilities as a result of the reduction in the corporate income tax rate in Spainmentioned above.

As for the relative weight of the various business units in terms of income, the toll motorway sector represents 76% of total income,telecommunications infrastructure 11%, airports 8%, car parks 4%, and logistics infrastructures approximately 1%. All of thesepercentages are in line with last year.

Balance Sheet

Total assets at 31 December 2007 have reached Euros 20,828 million, which represents an increase of 8% on last year. Of total assets,approximately 60% corresponds to property, plant and equipment and other intangible assets (mainly concessions) in accordance withthe nature of the Group’s businesses related to infrastructure management.

Total investment of the Group in 2007 was more than Euros 2,100 million, mostly in expansion (more than 85% of the total).

Consolidated net equity has reached Euros 5,020 million, 13% more than the previous year.

Gross borrowings at 31 December 2007 (Euros 12,873 million) represented 256% of the net equity and 62% of liabilities and netequity, percentages that are in line with or lower than the other large international infrastructure operators. As part a policy ofminimising financial exposure, a major part of the debt (more than 80%) accrues a fixed interest rate or a rate that is fixed throughhedges.

Because of the nature of its investment activity, abertis is exposed to different financial risks: exchange rate risk, credit risk, liquidityrisk, and cash flow interest rate risk. The overall risk management program of the Group takes into account the uncertainty of thefinancial markets and tries to minimise the potentially adverse effects on global profitability of the Group as a whole basically throughthe setting of financing and hedging policies depending in line with each business type.

In practice, this translates into a healthy financial structure, with a high average maturity terms of its debt and a high percentage of useof fixed interest rates on borrowings or rates fixed to minimise to a large extent the possible effects of tensions in the credit marketssuch as those that have occurred in the last few months. This balance in the financial structure of abertis is evident in the high creditrating of its debt.

The major generation of cash flows of most of the main businesses of abertis allows it to maintain a financial balance that makes itpossible to make new investments in improving the infrastructures it manages and continue its policy of selective investments withoutrequiring additional capital contributions from shareholders.

The Group is also exposed to business risks (economic environment, regulatory risk, anti-trust, country risk, concession expiry andcorporate reputational risk) as well as operational risk (operations, technology, fraud and integrity). abertis minimises its exposure tothese risks through control systems (based on a combination of strategic and operational measures) and ongoing adaptation of itspolicies and procedures to the growing size, complexity and geographic dispersion of the Group. Please note that the very nature of alarge number of its businesses (concessions under long-term contracts, clearly restricted scenarios and pre-set conditions) constitute initself a factor that minimises a large part of the business risks it faces.

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Shareholder return

As in previous years, abertis has maintained its policy of shareholder return that combines the dividend payout with a bonus shareissue of one share for every 20 shares held.

In June 2007 abertis agreed to carry out a capital increase through a bonus share issue and in October it decided to pay out an interimdividend of Euros 0.28 per share. This is a 12% increase on the interim dividend per share paid last year. The Board of Directors ofabertis agreed to propose to the General Meeting of Shareholders to pay a final dividend on 2007 results of Euros 0.28 gross per share,thus consolidating the 12% increase in the dividend per share in light of the favourable evolution of the Group’s businesses.

The total dividend to be charged against profit for 2007 will total Euros 357.5 million, taking into account the interim dividend alreadydistributed, Euros 0.56 gross per share. This represents an increase of 17.6% on the dividend distributed and charged against results inthe previous year.

Outlook

No significant variations are foreseen for next year in the activity of the different businesses, although it is expected that theircontribution in terms of income and results will continue to grow in line with the nature of these activities and especially the mostrecent additions.

Furthermore, those investment opportunities that meet the strict requirements of soundness and return demanded by the Group willcontinue to be analysed, in order to continue providing shareholders with a balanced combination of investments in sectors relatedwith transport and communication infrastructures.

Treasury shares

Under the authorisation approved by the Shareholders’ Meeting, at the year end the Company holds 3,246,459 own shares (0.5% ofshare capital). It is the company’s intention to use these shares to cover the various share-based payment schemes approved by theshareholders for executives and employees as well as the placing of this packet of shares on the market, market conditions permitting.

Other aspects

It is Group policy to pay maximum attention to environmental protection and conservation, and each investee company adopts themeasures necessary to minimise the environmental impact of the infrastructures that they manage in order that they blend in asmuch as possible with their surroundings.

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REPORT BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A. ON ASPECTS OF THEMANAGEMENT REPORT SET OUT IN ARTICLE 116 B OF THE SECURITIES EXCHANGE ACT

The Board of Directors of Abertis Infraestructuras, S.A., in compliance with the provisions of article 116b of the Securities Exchange Act,Law 24/2007/28 July, adopted by Law 6/2007/12 April, issues this report on the aspects of the Management Report set down in theaforementioned Act, for presentation to the General Meeting of Shareholders of the Entity.

a) The capital structure, including the securities that are not traded on a regulated community market, indicating, as the case

may be, the different classes of shares and, for each class of shares, the rights and obligations they confer and the percentage

of share capital they represent.

The share capital of Abertis Infraestructuras, S.A. at 31 December 2007 totals Euros 1,915,225,875 and is fully paid and divided into638,408,625 fully subscribed and paid ordinary shares belonging to a single class and series, with a par value of Euros 3 each.

b) Restrictions on the transfer of shares

Article 6 of the articles of association stipulates that the shares are represented by accounting entries. The shares can be transferred byany means recognized by law, depending on their nature, and in accordance with the standards for the transfer of securitiesrepresented by accounting entries.

c) Significant direct and indirect sharheolders in share capital

The significant shareholdings in Abertis above 3% of its share capital or voting rights at 31 December 2007 is as follows:

Name or registered name Number of direct Number of indirect % of total

of shareholder voting rights voting rights (*) voting rights

Criteria CaixaCorp, S.A.(1) 106,839,059 52,715,294 24.992

ACS, Actividades de Construcción y Servicios, S.A. 158,530,090 356 24.832

Caja de Ahorros de Cataluña 36,338,721 0 5.692

Sitreba, S.L. 35,113,555 0 5.500

(1) Criteria CaixaCorp, S.A. is a company controlled by Caixa d’Estalvis i Pensions de Barcelona “la Caixa” (NIF G-58899998), and is also the direct holder of 1,050 shares of Abertis Infraestructuras, S.A.

(*) Through:Criteria CaixaCorp, S.A.:

Name or registered name of the direct Number of direct voting rights % of total voting rights

holder of the shareholding

Inversiones Autopistas, S.L. 49,495,078 7.753

Vidacaixa, S.A. de Seguros y Reaseguros 3,220,216 0.504

ACS, Actividades de Construcción y Servicios, S.A.:

Name or registered name of the direct Number of direct voting rights % of total voting rights

holder of the shareholding

Comunidades Gestionadas, S.A 120 0.000

Dragados, S.A. 236 0.000

d) Restrictions on voting rights

Article 13 of the Articles of Association stipulates that:

“Shareholders can attend the General Meeting of Shareholders in person if they can accredit that they hold at least one thousandshares in their name five days prior to said meeting. Each share corresponds to one vote. To said purpose, the shareholders mustattend the General Meeting bearing invitation expedited by the entities forming part of the Registration, Compensation andLiquidation Systems Management Company (formerly the Securities Compensation and Liquidation Service), or by the company itselfafter accrediting ownership of the shares.

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Every shareholder is entitled to designate any individual as his proxy, whether they latter are shareholders or not. Those holding fewershares than the number required to attend the annual general meetings shall be entitled to representation by one of them if bygrouping together they can combine said number of shares. The proxy must be accredited in any case by means of special reliabledocuments for each annual general meeting.”

e) Side agreements

The company has no record of the existence of any side agreements.

f) Regulations on the appointment and replacement of members of the governing bodies and modifications to the articles of

association.

Article 20 of the Articles of Association of Abertis stipulates that:

“The Board of Directors will be made up of a number of members no fewer than six and no greater than twenty-two. In order to beelected as an administrator one need not be a shareholder, except in the event of temporary appointment under the provisions ofarticle 138 of the Spanish Public Limited Companies Act. The determination of the specific number of board members is theresponsibility of the General Meeting of Shareholders. The election of the board members is subject to the provisions of article 137 ofthe Spanish Public Limited Companies Act and the regulations pursuant thereto.”

Article 5 of the Regulations of the Board of Directors stipulates that:

“1. The Board of Directors, in undertaking its power to propose to the General Meeting of Shareholders and co-opt members to covervacant seats, will ensure that in the composition of this body that the external or non-executive members represent a broad majorityvis-à-vis the executive members.

Thus, it is understood that the executive officers comprise the Chief Executive Officer and those who by virtue of any other officeundertake management responsibilities within the Company.

2. The Board will likewise ensure that within the majority group of external board members there are Board Members appointed bysignificant shareholders as well as persons of recognized prestige that are not related to the team or the significant shareholders of theCompany (independent board members).

3. In order to establish a reasonable balance between the board members appointed by significant shareholders and independent boardmembers, the Board will take into account the ownership structure of the Company, the importance in absolute and relative terms ofthe significant shareholders, and also the degree of permanence, commitment and strategic bond with the Company of the significantequity holders.”

Article 6 of the Regulations of the Board of Directors stipulates that:

“1.The Board of Directors will be made up of the number of members determined by the General Meeting of Shareholders within thelimits established by the Articles of Association of the Company.

2. The Board will propose to the General Meeting of Shareholders the number (between 15 and 21), which, depending on the changingcircumstances of the Company, is most suitable to assuring appropriate representation and effective functioning of this body.”

Article 16 of the Regulations of the Board of Directors stipulates that:

“1.The members will be designated by the General Meeting of Shareholders or by the Board of Directors in accordance with theprovisions of the Spanish Public Limited Companies Act.

2. The proposed appointments of members to be submitted by the Board of Directors for deliberation by the General Meeting ofShareholders and the appointment decisions adopted by this body by virtue of its co-opting powers legally attributed to it must bepreceded by the respective proposal from the Appointments and Remunerations Committee in respect of the independent boardmembers and by a report in the case of the other members.”

Article 17 of the Regulations of the Board of Directors stipulates that:

“The Board of Directors and the Appointments and Remunerations Committee, as part of their powers, will ensure that the candidatesare of renowned prestige, competence and experience, and must be extremely careful in relation to those called to cover vacant seatsas independent board members as per Article 4 of these Regulations and under the applicable standards of good governance.”

Article 18 of the Regulations of the Board of Directors stipulates that:

“1. The board members will exercise their office for the period of time set down in the Articles of Association and have the right to bere-elected.

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2. The members co-opted onto the board will exercise their office until the date of the first General Meeting of Shareholders.

When, subject to a report from the Audit and Control Committee, the Board of Directors believes that the interests of the Company areat risk, any member who has completed his mandate shall not be entitled to render services to any other entity that has corporatepurposes analogous to those of the Company and which is its competitor, in the opinion of the Board of Directors, for a periodestablished by the latter and which in no case shall be longer than two (2) years.”

Article 19 of the Regulations of the Board of Directors stipulates that:

“1. The members will be removed from their office when the period for which they were appointed has expired or whenever theGeneral Meeting of Shareholders decides to do in accordance with the powers legally or statutorily conferred upon it.

2. The board members must tender their resignation to the Board of Directors and formalise, if required by the latter, their respectiveresignation in the following cases:

a) When they are removed from their executive offices to which they were appointed as members. In the case of independentmembers, after they have been twelve (12) years in this office.

b) Whenever they are involved in any situations constituting grounds of conflict of interest or that are legally prohibited.

c) Whenever they are indicted for an alleged crime or subject to disciplinary proceedings for a serious or very serious infringementbeing heard by the supervisory authorities.

d) When their presence on the Board could put the interests of the Company in jeopardy and when the reasons for which they wereappointed no longer exist. It will be understood that this latter circumstance occurs in relation to a board member appointed bysignificant shareholders when the entire shareholding has been sold of which he is the shareholder or representative and also when thereduction of his shareholding requires the reduction of board members appointed by significant shareholders.

3. The executive officers must tender their resignation to the Board once they turn seventy years old and the latter must decidewhether they can continue to exercise their executive or proxy functions or simply remain members.”

Notwithstanding the provisions of article 103 and the like of the Spanish Public Limited Companies Act, article 22 of the articles ofassociation and article 4 of the Regulations of the Board of Directors stipulate that:

In order to adopt resolutions the absolute majority of the attending, present or proxied, members, at the meetings will be required,except a) in regards to the permanent conferral of a power by the Board of Directors upon the Executive Committee or the ChiefExecutive Officer and the appointment of the administrators to occupy said offices, in which case a two thirds majority of themembers of the Board is required, and b) in respect of the following matters, in which more than two thirds of the members present orpresent by proxy is required:

(i) Proposals for the transformation, merger, demerger or winding up of the company, the global assignment of its assets and liabilities,

the contribution of a branch of activity, a change in the corporate purposes, an increase or decrease of share capital. …”

g) The powers of the members of the Board of Directors and, in particular, those relating to the possibility of issuing or

repurchasing shares.

Article 23 of the Articles of Association stipulates:

“The Board of Directors shall have, amongst others, the following powers:

a) To appointment, from amongst its members, a Chairman and one or several Vice-Chairmen. It shall also appoint a Secretary whomay or may not be a member. And it shall also appoint a non-Member Vice-Secretary who will substitute the Secretary in the latter’sabsence.

b) To convene the ordinary and extraordinary general meetings of shareholders, how and when necessary, in accordance with currentlegislation or the articles of association in force, draft the agenda and formulate the necessary proposals in accordance with the natureof the general meeting that has been convened.

c) Represent the company in all matters involving all administrative, legal, civil, corporate and criminal proceedings, before anygovernment administration or any type of public corporation, as well as in any jurisdiction (ordinary, administrative, special, labour,etc.) and in any instance, and exercise all type of actions upon which it is incumbent in order to defend its rights, in and out of court,conferring and granting the necessary powers to solicitors and appointing lawyers to represent and defend the company before saidcourts and bodies.

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d) To manage and administrate corporate business, attend to the management of the same in a constant manner. To this purpose, itshall establish the regulations of governance and the administrative regime and operations of the company, and organise and regulateits technical and administrative services.

e) To execute and conclude all types of contracts in relation to all types of assets or rights, through clauses and conditions it deemsappropriate and constitute and cancel mortgages and other liens or rights in rem on the company’s assets, as well as waive, with orwithout payment, all types of privileges and rights. It shall also be entitled to decide upon the participation of the company in othercompanies or associations and the respective forms in which this may take place, either integration, association, collaboration orparticipation.

f) To manage the firm and act in the name of the company in all types of banking operations, opening and closing current accounts,drawing on them, intervening in bills of exchange as drawer, as the accepting office, guarantor, endorser, endorsee or holder of thesame; to open credit facilities with or without guarantee, and cancel them; to transfer funds, incomes, credit facilities or securities,using any procedures for the transfer or movement of money; adopting balances of settled accounts, constituting and withdrawingdeposits or guarantee deposits, compensating accounts, formalising changes, etc. both with the Bank of Spain and official banks, andwith private banks and any other bodies of the government administration.

g) To appoint, assign and dismiss all company personnel, and determine their salaries and bonuses.

h) To appoint from the board an Executive Committee and one or several Chief Executive Offices and confer upon them, in accordancewith the law, the powers it deems appropriate and regulate their operations. It shall also be able to confer powers on any person.

i) To regulate its own functioning in all matters that are not especially legislated by law or governed by the articles of association.

The powers set out above are merely for illustrative purposes and do not constitute the full list of the same, and it is understood thatthe Board has all those powers that are not expressly restricted to the General Meeting of Shareholders by law or under the articles ofassociation.”

By virtue of the resolution of the General Meeting of Shareholders the Board is empowered to increase capital once or several times,under the terms and conditions of article 153 of the Spanish Limited Companies Act, up to a limit of Euros 912,012,321 and within aperiod that will expire on 3 May 2011.

Also by virtue of a resolution of the General Meeting of Shareholder, the Board is authorised to acquire treasury shares up to amaximum of 5% of share capital, under the other conditions set down in the resolution itself and the requirements set down by theSpanish Public Limited Companies Act.

It is expressly stipulated that this authorisation may be used to distribute to executives and employees company shares as a result ofthe implementation of remuneration systems that comprise the distribution of shares and/or conferral of rights over the same.

h) The significant resolutions that have been adopted by the company and which come into force or are modified or willterminate in the event of the change in control of the company as a result of an initial public offering, and its effects, exceptwhen its disclosure seriously jeopardises the company. This exception shall not apply if the company is legally obligated topublicise this information.

The company has not entered into agreements that have come into force, are modified or will terminate in the event of an initialpublic offering

i) The agreements between the company and its administrative and administrative officers or employees that establish

indemnities when the latter resign or are unlawfully dismissed or if the labour relationship terminates as the result of a public

offering.

Except for the Chief Executive Officer and two General Directors, the Company does not have any agreements other than thoseestablished in the Labour Act or in the Top Management Decree 1382/1985 that establish indemnities when said employees resign orare unlawfully dismissed or if the labour relationship has terminated as a result of a public offering.

In the case of the Chief Executive Officer and the aforementioned General Directors, in order to encourage loyalty to, and permanencein, the Company, indemnities have been recognised in their favour for amounts greater than those that would be the result of theapplication of the aforementioned legislation in the cases of, amongst others, unlawful dismissal, change of control or retirement.

Additionally, the Company has generally established the inclusion in the contracts with its executives of indemnity clauses thatcomprise between one and two annual pays depending on the degree of responsibility.

Barcelona, 26 February 2008.

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p. 78 2. Annual Accounts and Management Report

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80 Annual Accounts and Management Report

ASSETS 2007 2006

Fixed assets 8,420,152 7,403,878

Intangible assets 290,600 311,960

Computer software 381 376

Goodwill 363,515 368,488

Studies and projects 91 87

Other intangible assets 3 3

Amortisation (73,390) (56,994)

Tangible fixed assets 12,096 13,545

Land and natural resources 4,399 4,404

Buildings and other constructions 6,556 6,117

Machinery and vehicles 255 320

Installations, tooling and furniture 4,114 3,412

Other fixed assets 455 3,399

Fixed assets under construction 733 0

Depreciation (4,416) (4,107)

Investments 8,092,426 7,054,016

Shareholdings in subsidiary and associated companies 4,417,385 5,963,987

Long-term loans to group companies 3,897,953 1,372,822

Long-term securities portfolio 7,513 7,513

Long-term deposits and guarantees 118 133

Other loans 3,542 1,754

Provisions (234,085) (292,193)

Treasury shares 25,030 24,357

Treasury shares in special circumstances 63,014 68,000

Provisions for treasury shares in special circumstances (37,984) (43,643)

Deferred expenses 8,150 32,891

Current assets 575,421 407,990

Debtors 12,484 9,983

Advance payments to creditors 173 137

Group company debtors 6,345 4,262

Sundry debtors 2,550 4,212

Personnel 23 12

Public Treasury 3,393 1,360

Current asset investments 548,861 390,519

Short-term loans to group companies 541,305 384,356

Short-term securities portfolio 5,727 4,684

Other loans 1,829 1,479

Treasury 10,268 5,497

Cash 39 34

Banks and credit institutions 10,229 5,463

Prepayments and accrued income 3,808 1,991

Total assets 9,003,723 7,844,759

Balance sheets at 31 December (thousand Euros)

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81

LIABILITIES 2007 2006

Equity 3,514,443 3,370,988

Share capital 1,915,226 1,824,025

Share premium 579,690 579,690

Reserves 731,412 702,529

Revaluation reserve as per RDL 7/1996 139,930 231,131

Legal reserve as per RD 1564/1989 308,107 266,433

Treasury shares reserve 25,030 24,357

Voluntary reserve 258,345 180,608

Profit and loss account 466,869 416,746

Interim dividend (178,754) (152,002)

Deferred income 34,091 4,487

Positive exchange differences 34,091 4,487

Provisions for liabilities and charges 46,691 43,946

Other provisions 46,691 43,946

Long-term creditors 4,256,434 3,345,300

Bond issues 2,570,000 1,570,000

Loans from credit institutions 1,125,000 1,237,500

Amounts owing to group and associated companies 535,776 532,935

Other creditors 25,658 4,865

Short-term creditors 1,152,064 1,080,038

Bond issues 70,167 41,787

Interest on bonds 70,167 41,787

Loans from credit institutions 726,791 779,756

Loans 698,583 755,401

Interest on loans 28,208 24,355

Amounts owing to group and associated companies 299,498 193,673

Trade creditors 6,252 6,204

Trade creditors 6,252 6,204

Other non-trade creditors 49,356 58,618

Public Treasury 42,733 54,401

Accrued payroll expenses 2,765 1,617

Other 3,828 2,597

Deposits and guarantees received 30 3

Total liabilities 9,003,723 7,844,759

Balance sheets at 31 December (thousand Euros)

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82 Annual Accounts and Management Report

EXPENSES 2007 2006

Personnel expenses 19,893 18,295

Salaries and wages 16,506 13,010

Social Security 1,374 1,174

Pension fund and other personnel related expenses 2,013 4,111

Amortisation and depreciation 18,967 19,063

Variation in trading provisions 1,002 (1,727)

Other operating expenses 43,338 31,536

External services 34,983 31,312

Local taxes 8,355 224

Total operating expenses 83,200 67,167

Financial costs, related expenses 243,462 189,576

Total financial expenses 243,462 189,576

Net financial income 438,145 431,603

Profit on ordinary activities 375,496 383,900

Losses on disposal of fixed assets and extraordinary expenses 8,435 7,264

Variation in fixed assets provisions (58,108) 35,146

Extraordinary profit 53,321 0

Profit before tax 428,817 347,959

Corporate income tax (38,052) (68,787)

Profit for the year 466,869 416,746

Profit and loss accounts for the year ended 31 December (thousand Euros)

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83

INCOME 2007 2006

Net revenue 19,511 17,718

Rendering of services 19,511 17,718

Other operating income 1,040 1,746

Other operating income 1,040 1,746

Total operating income 20,551 19,464

Operating loss 62,649 47,703

Income from investments in Group and associated companies 543,387 526,229

Other interest income and related income 138,220 94,950

Total financial income 681,607 621,179

Profit from disposal of fixed assets and extraordinary income 3,648 6,469

Extraordinary loss 0 35,941

Profit and loss accounts for the year ended 31 December (thousand Euros)

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NOTE 1. ACTIVITY

Abertis Infraestructuras, S.A. (hereinafter abertis or the Company) was incorporated in Barcelona on 24 February 1967 and itsregistered office is in Avenida del Parc Logistic nº 12-20, Barcelona. On 30 May 2003 it changes its former registered name from AcesaInfraestructuras, S.A. to its current name.

abertis is currently the parent of a group engaged mainly in the management of infrastructures serving mobility and communicationsthat operates in five sectors of activity: motorway concessions, telecommunications, airports, car parks and logistic facilities.

Its corporate purpose is defined as the construction, maintenance and operation of motorways under concession; management ofmotorway concessions in Spain and internationally; construction of road infrastructures; complementary activities to the construction,maintenance and operation of motorways, such as service stations, integrated centres for logistics and/or transport and/or parking, aswell as any other activity related with infrastructures for transport and communication and/or telecommunication serving themobility and transportation of people, goods and information, with the necessary authorisation, when applicable.

The Company can undertake its corporate purpose, especially the concessionary activity, directly or indirectly through shareholdings inother companies, being subject at all times, in this respect, to the provisions of current legislation in force.

NOTE 2. BASIS OF PRESENTATION OF THE ANNUAL ACCOUNTS

The annual accounts are obtained from the accounting records of the Company and have been prepared in accordance with theaccounting standards set down in the General Accounting Plan in order to present a true and fair view of the Company’s equity,financial situation and results for the year.

The figures contained in the balance sheet, profit and loss account and the notes to these accounts are expressed in thousand Euros.

The 2007 consolidated annual accounts of the abertis Group are presented separately from the parent company accounts.

Set out below are the main aggregates reflected in the aforementioned 2007 consolidated annual accounts, prepared in accordancewith the requirements of the Eleventh Final Provision of Law 62/2003/30 December, in application of the International FinancialReporting Standards approved by the European Union:

Total assets 20,827,511

Net equity (of parent company) 3,890,865

Net equity (of minority interest) 1,128,713

Income from consolidated operations 3,620,136

Result for the year attributed to Parent company – Profit 682,180

Result for the year attributed to Minority interests – Profit 74,319

NOTE 3. PROPOSED DISTRIBUTION OF RESULTS

The following distribution of results will be submitted to the Shareholders’ Meeting for approval:

Basis of distribution Amount

Profit 466,869

Distribution

Dividends 357,509

Legal reserve 46,687

Voluntary reserve 62,673

466,869

In the event that the Company holds shares without dividend rights on the date for distribution of dividends, the correspondingamount due will be transferred to the voluntary reserve.

During 2007 an interim dividend of Euros 178,754 thousand was paid. This interim dividend represented a gross amount of Euros 0.28gross per share on all issued shares.

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ABERTIS INFRAESTRUCTURAS, S.A.NOTES TO THE 2007 ANNUAL ACCOUNTS

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In accordance with the requirements of article 216 of the Spanish Companies Act, we set out below a table showing that the Companyhas had sufficient profit for the period to permit the distribution of the interim dividend, as well as the liquidity statement establishingthat there is sufficient cash to make the interim dividend payment as indicated.

Amount

Net profit from 1 January to 31 August 2007 199,843

Less:

Legal reserve (19,984)

Maximum amount available for distribution 179,859

Amount proposed and distributed 178,754

Cash funds available prior to payment (*) 1,387,883

Gross interim dividend (178,754)

Cash funds available after payment 1,209,129

(*) Includes the undrawn credit facilities with financial institutions,

NOTE 4. ACCOUNTING POLICIESThe most significant accounting policies used in the preparation of the 2007 annual accounts, in accordance with the GeneralAccounting Plan, are as follows:

a) Intangible fixed assets

The items included under this heading are valued at acquisition price or the cost of production and amortised as follows:

• Goodwill is amortised on a straight-line basis over the estimated period in which it will contribute to profit generation, up to amaximum of 20 years.

• Computer software applications are amortised at a rate of 33% per year.

b) Tangible fixed assets

Tangible fixed assets are stated at the lesser of acquisition (revaluated in accordance with various legal provisions) or market price.

Costs of refurbishment, enlargement or improving tangible fixed assets are capitalised only when they increase capacity, productivity orextend the useful life of the asset, provided that it is possible to know or estimate the net book value of the assets written offinventories after having been replaced.

The costs of repair and maintenance are charged to the profit and loss account in the year in which they are incurred.

The depreciation of tangible fixed assets is calculated on a straight-line basis depending on the estimated useful life of the assets,taking into consideration wear and tear derived from normal use.

The depreciation rates used to calculate the decline in the value of the tangible fixed assets are as follows:

Rate

Buildings and other constructions 2 – 8%

Machinery and vehicles 6 – 30%

Tooling 12.5 - 25%

Other installations 7 – 20%

Furniture 10 %

Computer equipment 12 - 25%

Other fixed assets 17%

c) Investments

Investments in group and associated companies and long-term securities are stated at the lower of acquisition cost or market value.

The market price for investments in group or associated companies, or other traded securities that are not publicly listed is calculatedat book value, plus the acquisition goodwill remaining at the balance date.

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The difference between the acquisition cost and the net book value of the subsidiary and associated companies at the time ofacquisition is related to a tacit goodwill, which, in order to calculate the provision for the shareholding acquired, is amortised on astraight line basis over the period of time it takes, up to a maximum period of twenty years, or in the case of toll motorways or othertypes of concessions, over the remaining term of the concession, given that this is the most appropriate period for generating theresources required to recover the goodwill, to the extent that the recovery is not realised through increases in the book value of thesubsidiary and associated companies.

The Company undertakes currency hedges against exchange rate risks on investments using the necessary financial instruments (seeNote 4.m).

d) Treasury shares

In the event that there is no plan for their reduction, own shares are valued at the lower of acquisition cost or book value, and a non-distributable reserve is set up for this item (see Note 11.e).

If the market value of these shares (which is the lower of the year end quotation or the average quotation for the last quarter of theyear) is lower than acquisition cost, the necessary provision is set up to cover this difference and is charged against extraordinaryresults in the profit and loss account.

If in the above situation the book value of these shares is lower than market value, a provision is set up to cover this difference andcharged to freely distributable reserves.

e) Deferred expenses

The expenses for raising loans are amortised on a straight-line basis over the maturity of the loan (see Note 9).

f) Other provisions

Pursuant to the prudence principle, the Company makes the provisions which it considers necessary to cover the inherent business risksthat could affect the Company (see Note 13).

g) Pension commitments and other personnel related liabilities

In compliance with the respective collective bargaining agreements, the Company must contribute to a post-employment pensionscheme (defined contribution plan) and, in respect of certain employees, pay them a retirement bonus or indemnity under certainconditions. These commitments have been instrumented through an insurance policy. The premiums of this policy are expensed for theyear they accrue.

h) Share-based payments

On 13 June 2007 the General Meeting of Shareholders of abertis adopted a share options plan for Abertis Infraestructuras, S.A., as partof its general group remuneration policy, for management personnel of the Company and its subsidiaries (hereon, Plan 2007).

Plan 2007 has established a 3-year vesting period in order to exercise the options as from the date they are given, i.e. 14 June 2010. Atthe end of this vesting period the Manager can exercise the options received over a period of 2 years, which can only be settled inshares.

This plan is valuated at its fair value, at the date it is initially distributed and updated at each year end, using a generally acceptedfinancial calculation method, which, amongst others, takes into account the option exercise price, volatility, exercise term, expecteddividends and the risk-free interest rate.

The cost of the plan is charged to the consolidated profit and loss account as a personnel expense as it accrues during the period oftime required for the employee to remain in the company in order to exercise the option, while a counter-entry is made for a long-term provision. The amount recorded in profit and loss at 31 December 2007 is not significant.

i) Trade and non-trade debtors and creditors

The debits and credits incurred in operations during the Company’s ordinary course of business are recorded at nominal value, and theCompany sets up the necessary provisions for bad debts. Amounts falling due within one year of balance sheet date are classified asshort-term while those falling due after this date are considered long-term.

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j) Corporate income tax

The profit and loss account carries the corporate tax expense, the calculation of which includes the total tax accrued for the year, theeffect of timing differences between the taxable income for accounting and tax purposes, and all credits or allowances to which theCompany is entitled. The corporate income tax expense is calculated as indicated in Note 16.

Deferred tax assets are only recognised as assets provided that their future realisation is reasonably assured.

As a result of the reduction of the general corporate income tax rate as from 1 January 2007, as per current accounting legislation, theCompany has adjusted its deferred tax assets and liabilities, based on the estimate of their reversal in future years, while recording thetax effect on the quantification of the corporate tax expense accrued for the year.

The Company pays tax on a consolidated basis together with other companies of the group, of which abertis is the parent company, inaccordance with current legislation.

k) Foreign currency transactions

Transactions in currencies other than the Euro are recorded at the exchange rate on the transaction date. At the close of the financialyear the Company restates all foreign exchange credits and debits using the official exchange rate at that date. Losses on exchange atthe year end from current transactions are expensed, while exchange gains are recorded as deferred income. Unrealised exchange gainsare carried under liabilities on balance sheet as “Deferred income” and taken to profit and loss when realised.

Exchange differences generated by amounts owing in foreign currency to finance investments in foreign companies in the samefunctional currency, and where there is consequently an exchange rate hedge associated with said debt, are recorded either as “Positiveexchange differences” or “Deferred expenses” and are taken to profit and loss as the related borrowing is settled, and, in any case, whenthe hedge covering this risk disappears (see Note 4.m).

l) Accounting for income and expenses

Income and expenses are recorded on an accruals basis, i.e. in the period in which the income or expense deriving from the goods orservices in question is earned or incurred rather than the period in which the cash is actually received or disbursed.

For reasons of prudence, however, the Company only records profits realised at the year end, while foreseeable risks and potentiallosses arising in the year or in prior years are recorded as soon as they are known.

Dividend income is recognised when the right to receive the dividend is established.

m) Financial derivatives and hedging instruments

The Company uses financial derivative instruments to manage its financial risk arising from fluctuations in interest rates and exchangerates. It has also contracted an equity swap for its stock options plan.

In certain cases the Company finances activities in the same currency in which the foreign investments are held in order to reduce theexchange rate risk. This is done by raising finance in the corresponding currency or through the use of cross currency interest rateswaps (see Note 14.c).

At the year end, as indicated in Note 4.k) both the loans and the contracts that act as exchange rate hedges are adjusted to theexchange rate at this date and the resulting exchange differences are recorded in the balance sheet, as deferred income or expense, asapplicable, with a corresponding increase or decrease in the amount of the debt.

n) Environment

Outlays for meeting legal requirements related to the environment are either expensed or capitalised, depending on their nature.Capitalisations are depreciated on the basis of useful life.

No provision has been made for liabilities and charges related to the environment, given that no contingencies exist with respect toenvironmental protection.

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NOTE 5. INTANGIBLE FIXED ASSETS

The movement during 2007 in Intangible fixed assets has been as follows:

Balance at Balance at31.12.06 Additions Transfers Disposals 31.12.07

Computer software 376 5 - - 381

Goodwill 368,488 - - (4,973) 363,515

Studies and projects 87 4 - - 91

Other intangible assets 3 - - - 3

Total cost 368,954 9 - (4,973) 363,990

Goodwill mainly relates to that generated by the takeover merger of Iberpistas in 2004.

The movements in accumulated amortisation during the year have been as follows:

Balance at Balance at31.12.06 Additions Transfers Disposals 31.12.07

Computer software 298 53 - - 351

Goodwill 56,683 18,527 - (2,192) 73,018

Studies and projects 10 8 - - 18

Other intangible assets 3 - - - 3

Total amortisation 56,994 18,588 - (2,192) 73,390

At 31 December 2007 fully amortised computer software applications total Euros 260 thousand.

NOTE 6. TANGIBLE FIXED ASSETS

The movements in Tangible fixed assets in 2007 have been as follows:

Balance at Balance at31.12.06 Additions Transfers Disposals 31.12.07

Land and natural resources 4,404 - - (5) 4,399

Buildings and other constructions 6,117 439 - - 6,556

Machinery and vehicles 320 - - (65) 255

Tooling 1 - - - 1

Other installations 2,443 613 - - 3,056

Furniture 968 89 - - 1,057

Computer equipment 332 20 - - 352

Other fixed assets 3,067 - - (2,964) 103

Fixed assets under construction - 733 - - 733

Total cost 17,652 1,894 - (3,034) 16,512

The changes in accumulated depreciation during the year have been as follows:

Balance at Balance at31.12.06 Additions Transfers Disposals 31.12.07

Buildings and other constructions 1,299 126 - - 1,425

Machinery and vehicles 290 18 - (65) 243

Tooling 1 - - - 1

Other installations 1,593 127 - - 1,720

Furniture 566 71 - - 637

Computer equipment

and other fixed assets 358 37 - (5) 390

Total depreciation 4,107 379 - (70) 4,416

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At 31 December 2007 the following tangible fixed assets are fully depreciated and still in use:

Amount

Buildings and other constructions 13

Machinery and vehicles 180

Other installations 636

Furniture 303

Computer equipment 327

Total gross book value 1,459

It is Company policy to contract all the insurance policies considered necessary to cover all possible risks that could affect tangiblefixed assets.

NOTE 7. INVESTMENTS

The movements in Investments have been as follows:

Balance at Balance at31.12.06 Additions Transfers Disposals 31.12.07

Shareholdings in subsidiary

and associated companies 5,963,987 436 - (1,547,038) 4,417,385

Long-term loans to group

companies 1,372,822 2,834,111 (204,000) (104,980) 3,897,953

Long-term securities portfolio 7,513 - - - 7,513

Long-term deposits and

guarantees 133 130 - (145) 118

Other loans 1,754 2,282 - (494) 3,542

Less: Provisions (292,193) - - 58,108 (234,085)

Total 7,054,016 2,836,959 (204,000) (1,594,549) 8,092,426

a) Shareholdings in subsidiary and associated companies

The breakdown of direct and indirect shareholdings in subsidiary and associated companies, together with the breakdown of theirshareholders’ equity at 31 December 2007 or at the date of the latest public information available, is shown in the Appendix.

The main movements recorded have been as follows:

• 19 December 2007, Autopistas, Concesionaria Española, S.A., (single-shareholder company fully owned by abertis), performed acapital decrease by returning contributions through the reduction of 155,000,000 ordinary shares, by Euros 465,000 thousand, and thereturn of part of the respective Legal Reserve in the amount of Euros 93,000 thousand. On the other hand, it has disbursed a sharepremium of Euros 442,000 thousand. The sum of these amounts, Euros 1,000,000 thousand, was paid to abertis prior to the year end.

Thus, the shareholding of abertis in this company has been reduced by Euros 1,000,000 thousand and now stands at Euros 647,187thousand.

• On 19 December 2007, Autopistas Aumar, S.A., (single-shareholder company fully owned by abertis), performed a capital decrease byreturning contributions through the reduction of 3,400,000 ordinary shares, by Euros 222,700 thousand, and the return of part of therespective Legal Reserve in the amount of Euros 44,450 thousand. On the other hand, it has disbursed a share premium of Euros132,760 thousand. The sum of these amounts, Euros 400,000 thousand, was paid to abertis prior to the year end.

Thus, the shareholding of abertis in this company has been reduced by Euros 400,000 thousand and now stands at Euros 591,587thousand.

• On 20 June 2007 abertis purchased the entire shareholding of Abertis Autopistas España, S.A. (formerly Ibermadrid, S.A.) fromIberpistas, S.A. at its net book value.

• Decrease of the shareholding of abertis in Holding d’ Infraestructures de Transport S.A.S. (HIT) from 57.55% to 52.55% through theassignment of this shareholding to the French financial entity Caisse des Dépôts in the amount of Euros 103,539 thousand. In addition,the shareholding was reduced through the return of contributions by Euros 46,244 thousand.

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• Increase in the shareholding of abertis in Saba Aparcamientos, S.A., rising from 99.30% to 99.32%.

• abertis México, S.L., fully owned by abertis, was incorporated this year. The corporate purpose of this company is the management ofhighway concessions in Spain and abroad.

The provisions, at 31 December 2007, relate mainly to the Argentinean company Ausol (Euros 147,548 thousand, providing in full forthe value of the shareholding in this company in prior years). The provisions also relate to Codad and ACDL.

The reversals of provisions made during the year related basically to the shareholdings in ACDL, HIT and Codad.

abertis has no commitments in relation to its investee companies other than the investments made, except for that indicated in Note20.c.

b) Long-term loans to group companies

The long-term loans to group companies have the following maturities (based on the maturities of the respective credit facilities):

2009 2010 2011 2012 Other TOTAL

Loans to group companies 410,547 409,930 415,414 42,060 2,620,002 3,897,953

NOTE 8. TREASURY SHARES

Under the authorisations of the Shareholders’ Meeting, abertis bought and sold its own shares in prior years while during 2007 it onlysold own shares.

At 31 December 2007, due to the fact that the market value of own shares was greater than acquisition cost, the provision for ownshares of Euros 37,984 relates entirely to the difference between the cost of acquisition of these shares and their net book value at theyear end. The variation in the provision for own shares (reversal of the provision) has been fully recorded with a counter-entry againstreserves totalling Euros 5,659 thousand (see movements in Shareholders’ equity in Note 11).

The movement in treasury shares during 2007 has been as follows:

Number Par value Cost of acquisition

At 1 January 2007 3,336,610 10,009 68,000

Bonus share issue 154,594 464 -

Sales (244,745) (734) (4,986)

At 31 December 2007 3,246,459 9,739 63,014

The gain on the sale of own shares is carried under extraordinary income and totals Euros 571 thousand (see Note 17.b). The Companydoes not plan to reduce own shares at 31 December 2007 by reducing share capital.

NOTE 9. DEFERRED EXPENSES

The movement in Deferred expenses has been as follows:

Balance at Balance at

31.12.06 Increases Decreases 31.12.07

Deferred expenses 32,891 1,990 (26,731) 8,150

Total 32,891 1,990 (26,731) 8,150

At 31 December 2007 Deferred expenses includes the formalisation expenses for Company bond issues.

Of the total decreases in 2007, Euros 25,935 relates to the effect of the exchange differences generated by loans in non-Eurocurrencies to finance investments in foreign companies using the same functional currency, and for which there is a related exchangerate hedge (see Notes 4.k, 4.m, 12 and 14.c).

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NOTE 10. CURRENT ASSET INVESTMENTS

The Company has credit facilities with group companies of Euros 635,304 thousand accruing interest at market rates. The outstandingbalance of short-term loans to group companies at 31 December 2007 was Euros 541,305 thousand (see Note 15), which includesEuros 49,213 thousand in interest accrued pending payment.

“Other loans” includes accrued interest pending payment on interest rate hedges that the Company has contracted with differentfinancial institutions, which accrue a market interest rate.

NOTE 11. SHAREHOLDERS’ EQUITY

The amount and movements in Shareholders’ equity during 2007 have been as follows:

DistributionBalance at of results Capital Own 2007 Other Balance at

31.12.06 for year increase shares (*) results movements 31.12.07

Share capital 1,824,025 - 91,201 - - - 1,915,226

Share premium 579,690 - - - - - 579,690

Revaluation reserve 231,131 - (91,201) - - - 139,930

Legal reserve 266,433 41,674 - - - - 308,107

Treasury shares reserves 24,357 - - 673 - - 25,030

Voluntary reserve 180,608 71,068 - 4,986 - 1,683 258,345

Result for the year 416,746 (416,746) - - 466,869 - 466,869

Interim dividend (152,002) 152,002 - - - (178,754) (178,754)

Total 3,370,988 (152,002) - 5,659 466,869 (177,071) 3,514,443

(*) See Note 8.

a) Share capital

The share capital of abertis is made up of 638,408,625 fully subscribed and paid registered shares with a par value of Euros 3 each.

On 22 October 2007, 37,036,366 Class B preference bearer shares (prior to that date) were converted into ordinary shares of abertis,and all the class “A” and “B” shares were grouped into a single class and series. Furthermore, all the characteristics have been suppressedwith regards to the privileged shares, which included the right to a preferential dividend to be paid in 2007 totalling a maximumamount determined by the difference between Euros 14.87 per share and the average weighted value of the quotation price of theordinary shares of abertis in the quarter prior to the date of accrual, adjusted by the effect of the capital increases released, up to amaximum of Euros 4.25 per share. Given that at the date of conversion the average weighted value of the quotation price in thepreceding quarter was greater than Euros 14.87 per share, no preferential dividend has been paid.

On 13 June 2007, the Annual Shareholders’ Meeting of abertis approved a bonus share issue to be charged against the RevaluationReserve Account under Royal Decree-law 7/1996 7 June, with one new share for every 20 shares held, representing a sum of Euros91,201 thousand (30,400,410 ordinary shares). The movement in the number of abertis shares during the year has been as follows:

Number of ordinary shares

2007 2006

At 1 January 608,008,215 579,055,443

Bonus share issue 30,400,410 28,952,772

At 31 December 638,408,625 608,008,215

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As the shares of abertis are bearer shares, the exact participation of shareholders in the share capital is not known. However, based onthe information available, the most significant holdings at 31 December 2007 are the following:

Criteria CaixaCorp, S.A. (1) 24.99%

ACS, Actividades de Construcción y Servicios, S.A. 24.83%

Caixa d’Estalvis de Catalunya 5.69%

Sitreba, S.L. 5.50%

61.01%

(1) Criteria CaixaCorp,S.A., a company controlled by Caixa d’Estalvis i Pensions de Barcelona (“la Caixa”), holds a direct 16.74% interest and an 8.25% indirect interest through other companies in its group.

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

The Board of Directors was authorised by the Annual General Meeting of 3 May 2006 to increase share capital, through one or morecapital issues, up to a maximum amount of 912,012 thousand, during the period up to 3 May 2011. This power remains fully operative.

b) Share premium

The Spanish Companies Act expressly allows the use of the balance of the share premium account to increase capital and does not setdown a specific restriction with respect to the availability of this balance.

c) Revaluation Reserve under Royal Decree-law 7/1996, of 7 June

This reserve originates from the revaluation of fixed assets under Article 5 of said Royal Decree, of which the Company has availeditself.

With three years having passed since the balance sheet date when the revaluation was made without there having been an audit bythe Tax Administration, the revaluation operations are considered verified and the balance of the account is considered to have beenaccepted by the Tax Inspectors, and accordingly, the balance is available for distribution and can be allocated to:

• Off-set book losses

• Increase share capital.

• Create reserves freely available for distribution, ten years as from the date of the balance sheet containing the revaluations.

The balance of this account cannot be distributed, directly or indirectly, unless the capital gain has been realised, with theunderstanding that this is the case when the revaluated assets have been fully depreciated, transferred or written off in the books.Given the Contribution of the Activity Transferred to the subsidiary company acesa in 2002, the requirement that the capital gain hasbeen realised can only be understood as such when the company acquiring the revaluated assets as part of the new activity hasdepreciated, transferred or written them off the books.

d) Legal reserve

In accordance with article 214 of the Spanish Companies Act, 10% of the annual profits must be allocated to the legal reserve until thisreserve reaches at least 20% of the capital. The legal reserve cannot be distributed to shareholders unless the Company is wound up.

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

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

e) Treasury shares reserve

The reserve for own shares set aside this financial year (see Note 8) cannot be freely distributed and must be maintained until thestock is sold or reduced in an amount equal to the net book value of the shares.

f) Dividends

On 13 June 2007 the General Meeting of Shareholders of abertis agreed to pay out a final dividend for the year 2006 of Euros 0.25gross per share, representing an amount of Euros 152,002 thousand.

On 18 September 2007 an interim dividend was approved against profit for the year in the amount of Euros 178,754 thousand, whichrepresents Euros 0.28 gross per share of the Company’s capital in circulation.

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NOTE 12. DEFERRED INCOME

The movement in the accounts in deferred income have been as follows:

Balance at Balance at

31.12.06 Increases Decreases 31.12.07

Deferred income 4,487 34,091 (4,487) 34,091

Total 4,487 34,091 (4,487) 34,091

At 31 December 2007 deferred income relates mainly to the effect of the Exchange differences generated by borrowings in non-Eurocurrencies that finance investments in foreign companies that have the same functional currency, and for which there is a respectiveexchange rate hedge (see Notes 4.k, 4.m, 9 and 14.c).

NOTE 13. PROVISIONS FOR LIABILITIES AND CHARGES

The movements in this account during the year ended 31 December 2007 have been as follows:

Balance at 31.12.06 Increases Utilisation Balance at 31.12.07

Other provisions (see Notes 4f and 16) 43,946 2,745 - 46,691

NOTE 14. BOND ISSUES AND LOANS FROM CREDIT INSTITUTIONS

The table below breaks down the situation at the 2007 year end by maturities:

2008 2009 2010 2011 2012 After 2012 TOTAL

Bonds issued - 180,000 20,000 - - 2,370,000 2,570,000

Syndicated loans - - - - - 900,000 900,000

Loans 25,000 55,000 50,000 50,000 40,000 30,000 250,000

Credit facilities/promissory

notes and others 673,583 - - - - - 673,583

Total 698,583 235,000 70,000 50,000 40,000 3,300,000 4,393,583

Part of the loan and credit operations shown as loans from credit institutions at 31 December 2007 (Euros 161,555 thousand) wereconcluded with related credit institutions (shareholders of the Company that hold 5% or more of the capital). Financial chargesaccrued on operations with related credit institutions during the year have totalled Euros 10,468 thousand.

a) Bond issues:

Of the bond issues, Euros 200,000 thousand accrue an annual interest rate of 4.95%, Euros 450,000 thousand at 4.75%, Euros 540,000thousand at 4.375%, Euros 180,000 thousand at 3.53%, Euros 1,000,000 thousand at 5.125%, Euros 40,000 thousand at Euribor plus0.45% and Euros 160,000 thousand at Euribor plus 0.44%.

On the other hand, Euros 682,882 thousand of the bonds issued (Pound Sterling 476,000 thousand) correspond to debt transferred toPound Sterling by creating a cross currency interest rate swap.

b) Other loans from credit institutions

The credit facilities have a limit of Euros 1,245,000 thousand of which Euros 600,000 thousand can be drawn down in Euros or inPounds Sterling at their respective counter-value. The facilities denominated in Euros accrue an interest rate of Euribor plus a spreadwhile the facilities denominated in Pounds sterling accrue an interest rate of Libor plus a spread.

The Company has contracted promissory notes for an amount of Euros 167,400 thousand at 31 December 2007 maturing in the shortterm, which accrue interest at Euribor.

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c) Hedging operations

Hedging operations contracted at 31 December 2007 are:

• Cross currency interest rate swaps. The Company holds cross currency interest rate swaps with a nominal value of Pounds Sterling476,000 thousand (Euros 682,882 thousand) maturing in 2015, through which it has converted debt denominated in Euros into debt inPounds Sterling (see Note 4.m).

• Interest rate swaps, both floating rate to fixed and fixed to floating. At the end of the financial year the Company has contractedinterest rate hedges for the total sum of Euros 1,835,000 thousand.

Of these hedging operations, a total of Euros 788,463 thousand has been contracted with credit institutions related to the Company.

NOTE 15. TRANSACTIONS AND BALANCES WITH SUBSIDIARY AND ASSOCIATED COMPANIES

The creditor and debtor balances that abertis has with subsidiary and associated companies at 31 December 2007 are as follows:

Debtors Creditors

Investments Other debts Creditors

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

acesa 1,040,000 53,541 857 225 80,817

aucat 215,750 207,280 74 - -

aumar 580,000 28,528 585 173 115,067

iberpistas 478,354 14,112 271 119 6,997

castellana - 158,533 27 27 -

aulesa - - 27 27 -

Accesos de Madrid - - 330 - -

HIT - - - - 64,833

GCO - - - - -

A. Puerto Rico - - - 14,825 -

Aurea Ltd. - - 22 - -

Autopistas del Sol - - 1,635 - -

Elqui - - 3 - -

Pt Operational Services - 543 -

GICSA - - - - 615

abertis Autopistas España - - 93 93 350

abertis SGPS 272,795 - - - -

abertis telecom 1,077,972 35,371 - - 25,054

retevisión 42,060 613 471 363 36

tradia 53,880 8,160 315 279 1,058

overon - - - - -

abertis aeropuertos - 198 271 133 -

ACDL (*) - 5,204 - - -

Codad - - - - -

saba 79,769 3,718 351 212 -

Saba Italia 34,000 - 708 - -

Saba Inmobiliaria - 6,264 - - -

Satsa - 228 - - -

Parbla 6,447 75 - - 79

Santa Caterina 11,024 11 - - -

abertis logística 5,900 43 148 133 691

Parc Logístic Z. Franca 2 - 17 - -

Abertis Finance BV - 1,027 - 519,061 1,712

serviabertis - 17,856 140 106 2,189

Total 3,897,953 541,305 6,345 535,776 299,498

(*) Balances in pound sterling translated into Euros at year end exchange rate.

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The long-term balances payable with abertis Infraestructuras Finance BV have the same maturities (between 2011 and 2024) andamounts as the bonds issued in foreign currencies made by this subsidiary company.

Both the credit facilities and loans accrue market interest rates.

“Other debts” (debtors) and “Short-term creditors” include Euros 77,855 thousand and Euros 33,784 thousand, respectively, forpayables and receivables with Group companies as a result of the tax effect of the tax consolidation regime (see Note 16).

The services provided by abertis to group companies basically relate to corporate and management services, for the following amounts:

Income Expense

Services rendered Interest Shareholding Services Interest

and other income received received paid

acesa 6,525 5,393 315,134 63 5,423

aucat 768 18,670 - - -

aumar 4,126 7,171 162,437 - 5,512

iberpistas 1,577 21,778 55,000 - 22

castellana - 6,694 - - -

aulesa 2 - - - -

Accesos de Madrid 285 - - - -

HIT - - - - 33

GCO - - - - -

A. Puerto Rico 245 - - - -

Aurea Ltd. - 22 1,893 - -

Autopista del Sol 1,365 - - - -

Coviandes - - 5,002 - -

Elqui - - - - -

P.O. Operational - - 967 - -

Abertis USA 7 - - - -

GICSA - - - - 23

abertis Autopistas España - - - - 2

abertis telecom 1 51,838 - - -

retevisión 1,113 3,721 - - -

tradia 374 3,194 - 4 -

overon 14 - - - -

abertis aeropuertos 1,425 - - - 20

ACDL - 873 - - -

TBI - - - - -

Codad - - 2,626 - -

saba 712 3,818 - - -

Saba Italia - 1,043 - - -

Saba Inmobiliaria - 314 - - -

Satsa 1 - - - -

Parbla - 75 - - -

Santa Caterina - 11 - - -

abertis logística 154 80 - 650 44

Parc Logístic Z. Franca 15 - - - -

Abertis Finance BV - 788 328 - 23,226

serviabertis 90 548 - 8,190 -

Total 18,799 126,031 543,387 8,907 34,305

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NOTE 16. TAX POSITION

The Company pays Corporate Income Tax (CIT) on a consolidated basis, under Group No. 142/99, as parent company, together withthose subsidiary companies that meet the requirements established by the tax legislation in force.

The reconciliation between the accounting and tax profit for 2007 is as follows:

Thousand Euros

Profit before tax 428,817

Permanent differences (544,535)

Timing differences

Arising during the year (8,768)

From previous years (1,239)

Taxable income (125,725)

The accrued Corporate Income Tax expense carried in the profit and loss account is calculated taking into account the following factors,in addition to the parameters to be considered for calculating tax for an individual company:

• Dividends from subsidiary companies that are consolidated for tax purposes, the adjustment in values and the elimination of resultsfor transactions between group companies that have been eliminated to determine the consolidated taxable income are considered aspermanent differences.

• The consolidated tax group has assumed the right to offset the tax loss carryforwards generated by the Company in 2007, as well asthe application of the deductions generated. The Company has recorded the respective intergroup compensation on its balance sheet.

The deductions applied in 2007 total Euros 1,395 thousand for deductions for international double taxation, reinvestment ofextraordinary profit from the transfer of equity, professional training expenses, contributions to pensions plans and deductions fordonations to entities under Law 49/2002.

The reinvestment deduction has totalled Euros 106 thousand, as all the profit on the transfer of different equity balances in 2007 hasbeen reinvested. In 2003, 2004, 2005 and 2006 the Company used a reinvestment deduction for income totalling Euros 17,621thousand, as all the amount obtained from the transfer was reinvested in each of the above-mentioned years.

• Law 35/2006 28 November stipulates a reduction in the general corporate income tax rate to 32.5% for 2007 and 30% as from 2008and beyond. In respect of the reduction in the tax rate, the Company at the 2007 year end has updated its estimate of the reversal infuture years made last year, and, as a result it has recorded a higher tax expense accrued during the year of Euros 615 thousand for thereduction in deferred tax assets, and a lower expense of Euros 15 thousand for the reduction in deferred tax liabilities.

• The taxes paid abroad that are similar to CIT and the adjustment of the expense accrued in 2006 have led to a reduction in corporateincome tax expense of Euros 351 thousand.

The closing balance at 31 December 2007 of deferred tax assets totals Euros 5,477 thousand (Euros 2,475 thousand at 31 December2006), which corresponds to the valuation differences between accounting criteria and tax criteria in measuring Company’s assets andliabilities.

Deferred tax liabilities at 31 December 2007 total Euros 8,686 thousand (Euros 5,221 thousand at 31 December 2006), which relatesto the deductions for the differences between the cost paid by the Company for the acquisition of foreign companies and the fair valueof the net assets acquired, as well as to the use of a cash based criteria for tax purposes in relation to income from an operation with aforward price from prior years.

During 2002, 2003 and 2004 the Company was involved in various company transactions where it opted for the application of thespecial tax regime under Chapter VIII of Title VII of Royal Decree Law 4/2004. The information on these transactions is provided in theannual reports for 2002, 2003 and 2004. These operations have been as follows:

• The non monetary transfer of the branch of concession activity which the Company held for motorway operations to the companyAutopistas Concesionaria Española, S.A, Sociedad Unipersonal (2002), and the increase in share capital of the subsidiary companyAbertis Logística, S.A., subscribed by the Company through the non monetary transfer of shares in various subsidiary and associatedcompanies (2002).

• The increase of the Company share capital to cover the share exchange established in the Public Takeover Bid made by the Companyfor the shares in Ibérica de Autopistas, S.A. (2002).

• The merger of Abertis Infraestructuras, S.A. through the complete takeover of Aurea, Concesiones de Infraestructuras, S.A. (2003) andIbérica de Autopistas, S.A. (2004), and the resulting winding up without liquidation of these two companies.

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The Tax Authorities have raised tax assessments against the company as a result of its audits of the years 1990 to 1993 for CorporateIncome Tax and Personal Income Tax; for the years 2000 and 2001 for Corporate Income Tax, in general; and for 2001, of a limitednature, in relation to the applicability of the export deduction to Corporate Income Tax used by Aurea Concesiones de Infraestructuras,S.A. These assessments were all signed in disagreement and appealed, and are currently pending the decision of the authorities. Theimpact that they could have on the Company’s equity is duly provided for (see note 13). Nevertheless, the consequences that couldarise would not have a material impact on the Company’s Annual Accounts.

NOTE 17. INCOME AND EXPENSES

a) Income

abertis operates in five business sectors: motorway concessions, telecommunications, airports, car parks and logistic facilities. Asparent Company, its income relates mainly to dividends and the rendering of services to Group companies (see Note 15).

b) Extraordinary results

Includes mainly expenses and income related to the changes in provisions for shareholdings in group companies (see Note 7).

In addition, the capital gains generated on the disposal of treasury shares are recorded under this entry, representing an amount ofEuros 571 thousand (see Note 8).

NOTE 18. ENVIRONMENT

At 31 December 2007, abertis, as the parent company of the Group, does not have significant assets allocated to the protection andimprovement of the environment, nor has it incurred expenses of this nature during the year. Furthermore, it has not received anysubsidies of an environmental nature during the year ended 31 December 2007.

Nevertheless, it is Group policy to pay maximum attention to the activities involved in the protection and conservation of theenvironment and each investee company carries out the actions necessary to minimise the environmental impact of the infrastructuresthey manage, in order to achieve maximum integration in the environment.

NOTE 19. OTHER INFORMATION ON BOARD MEMBERS

In accordance with the provisions of article 127.3.4 of the Spanish Companies Act, pursuant to Law 26/2003 17 July, which amendedthe Securities Exchange Act, Law 24/1988 28 July, and the Spanish Companies Act, designed to reinforce the transparency of listedcompanies, companies with the same, similar or complementary activity as that of Abertis Infraestructuras, S.A. in which members ofthe Board of Directors have direct or indirect shareholdings, or undertake functions, as the case may be, are set out below:

Shareholder Company held Activity % Shareholding/Capital Office Isidro Fainé Casas Telefónica, S.A. Telecommunications 0.003 Vice-Chairman

Brisa Auto-estradas de Portugal, S.A. Toll motorway concessionaire --- Board MemberSocieté des Autoroutes du nord et de l’est de la France Toll motorway concessionaire --- Board Member (since 18/10/2007)

Florentino Pérez Rodríguez ACS, Actividades de Construcción y Servicios, S.A. Construction and services 11.00 Chairman and Chief (through Inversiones Executive OfficerVesan, S.A.)G3T, S.L. Iberpistas, S.A.C.E. Toll motorway concessionaire --- Board MemberPablo Vallbona Vadell ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.0160 Vice-Chairman (non-executive)

Iberpistas, S.A.C.E. Toll motorway concessionaire --- Chairman (non-executive)Salvador Alemany Mas Autopistas, Concesionaria Española, S.A. Toll motorway concessionaire --- Chairman and Chief

Executive OfficerAbertis Autopistas España, S.A. Toll motorway concessionaire --- Sole AdministratorIberpistas, S.A.C.E. Toll motorway concessionaire --- Board MemberAutopistas de Catalunya, S.A. Concessionària de la Toll motorway concessionaire --- Sole AdministratorGeneralitat de Catalunya Aucat, S.A.Castellana de Autopistas, S.A. Concesionaria del Estado Toll motorway concessionaire --- Sole AdministratorAtlantia, S.p.A. Toll motorway concessionaire --- Board MemberAcesa Italia, S.r.L. Toll Motorway Holding Company --- ChairmanSchemaventotto, S.p.A. Toll Motorway Holding Company --- Board MemberSaba Aparcamientos, S.A. Car parks --- Chief Executive Officer

97

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Salvador Alemany Mas Areamed 2000, S.A. Service areas --- Vice-ChairmanParc Logístic de la Zona Franca, S.A. Logistics facilities development --- Vice-Chairman

and exploitationCentro Intermodal de Logística, S.A. Logistics facilities development --- Vice-Chairman

and exploitationAbertis Telecom, S.A. Telecommunications services --- Chairman and Chief

Executive OfficerRetevisión I, S.A. Infrastructures and --- Sole Administrator

telecommunication operatorTradia Telecom, S.A. Infrastructures and --- Sole Administrator

telecommunication operatorAbertis Airports, S.A. Airport development, construction, --- Sole Administrator

management and exploitationMarcelino Armenter Vidal Telefónica, S.A. Telecommunications Immaterial ---Caixa d’Estalvis de Cedinsa Concesionaria, S.A. Infrastructure Concession 20.00 ---Catalunya

Cedinsa Eix Transversal Concesionaria de la Infrastructure Concession 20.00 Board MemberGeneralitat de Catalunya, S.A.Cedinsa d’Aro Concesionaria de la Generalitatde Catalunya, S.A. Infrastructure Concession 20.00 Board MemberCedinsa Ter Concesionaria de la Generalitat de Catalunya, S.A. Infrastructure Concession 20.00 Board MemberTúnel del Cadí S.A.C. Infrastructure Concession 3.55 ---

Josep Mª Loza Xuriach Cedinsa Concesionaria, S.A. Infrastructure Concession --- Board Member(Natural person representingthe Board Member Caixad’Estalvis de Catalunya)Criteria CaixaCorp, S.A. Telefónica, S.A. Telecommunications 5.48 ---(Board Member from13/06/07 to 18/09/07)Javier Echenique Landiribar ACS, Actividades de Construcción y Servicios, S.A. Construction and services --- Board MemberAngel García Altozano ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.096 Corporate General Manager

Saba Aparcamientos, S.A. Car parks 0.0000055 Board MemberAbertis Telecom, S.A. Telecommunications services --- Board MemberTBI PLC Holding company --- Board Member (since 14/11/07)Dragados, S.A. Construction and services --- Board MemberACS Telefonía Móvil, S.L. Telecommunications services --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Xfera Móviles, S.A. Telecommunications services --- ChairmanEnergias Ambientales EASA, S.A. Wind farms --- ChairmanSocietat Eòlica de L’Enderrocada, S.A. Wind farms --- ChairmanEnergías Ambientales de Somozas, S.A. Wind farms --- ChairmanEnergías Ambientales de Vimianzo, S.A. Wind farms --- ChairmanEnergías Ambientales de Novo, S.A. Wind farms --- ChairmanACS, Servicios, Comunicaciones y Energía, S.L. Services, communications and energy --- Board MemberDragados Industrial, S.A. Industrial services --- Board MemberACS, Servicios y Concesiones, S.L. Services and concessions --- Board MemberClece, S.A. Integrated services --- Board MemberPublimedia Sistemas Publicitarios, S.L. Advertising --- Board MemberDragados Servicios Portuarios y Logísticos, S.A. Port and logistics services --- Board MemberIridium Concesiones, S.A. Infrastructure concessions --- Board MemberUrbaser, S.A. Environment --- Board MemberPR Pisa, S.A. Energy --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Villanueva, S.A. Holding company --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A. Novovilla, S.A. Holding company --- Natural person representing

the sole administrator of ACS, Actividades de Construcción

y Servicios, S.A.

98 Annual Accounts and Management Report

Shareholder Company held Activity % Shareholding/Capital Office

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Angel García Altozano Roperfeli, S.A. Energy --- Natural person representingthe sole administrator of ACS,

Actividades de Construccióny Servicios, S.A.

Residencial Monte Carmelo, S.A. Energy --- Natural person representingthe sole administrator of ACS,

Actividades de Construccióny Servicios, S.A.

Cariátide, S.A. Construction and services --- Natural person representingthe sole administrator of ACS,

Actividades de Construccióny Servicios, S.A.

Unión Fenosa, S.A. Energy 0.0009846 Board MemberHochtief A.G. Construction and services --- Board Member

Antonio García Ferrer ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.014 Executive Vice-Chairman(Natural person representingthe Board Member ComunidadesGestionadas, S.A.)

ACS, Servicios y Concesiones, S.L. Construction and services --- Board MemberDragados, S.A. Aunor, S.A. Infrastructure Concession 85.00 ---(through Dicasa)

Autopistas del Sol, S.A. Infrastructure Concession 5.83 ---Abertis Logística, S.A. Logistics and technical

assistance development --- Board Member (since 2/10/07)Demetrio Ullastres ACS, Actividades de Construcción y Servicios, S.A. Construction and services Immaterial General Director of Llorente(Natural person Business Developmentrepresenting the BoardMember Dragados, S.A.)

Grupo Aeroportuario del Pacífico Airport activities Immaterial Board MemberTBI, Plc. Holding company --- Chairman

Miguel Angel Telefónica Internacional Telecommunications --- Board MemberGutiérrez Méndez Telesp-Brasil Telecommunications --- Board MemberErnesto Mata López Autopistas Aumar, S.A.C.E. Toll motorway concessionaire --- Board MemberBraulio Medel Cámara Iberdrola, S.A. Telecommunications 0.001 Board MemberJosé Luis Olivas Martínez ACS, Actividades de Construcción y Servicios, S.A. Construction and services 0.00047 ---

Fomento de Construcciones y Contratas, S.A. Construction and services 0.00059 ---

Finally, the Company is not aware that any of the above-mentioned Board Members undertake on their own behalf or that of othersthe same, similar or complementary activity as Abertis Infraestructuras, S.A.

NOTE 20. OTHER INFORMATION

a) Average staff during 2007, broken down by men and women, has been as follows:

Women 70

Men 60

Total 130

b) Annual remuneration of the directors for their services as members of the Board of Directors of the Company is fixed as a share inthe liquid profits. It can only be paid out once the payment of dividends and transfers to reserves that the Law establishes are covered,and it should not exceed, under any circumstances, and in total, two percent of the profits. The Board of Directors may distribute thissum amongst its members in the form and amount it decides. Overall remuneration paid to directors of Abertis Infraestructuras, S.A., asmembers of the Board of Directors, totalled Euros 1,999 thousand in 2007, which is less than the statutory limit.

Total fixed remuneration received by the Board Members of Abertis Infraestructuras, S.A. has totalled Euros 3,073 thousand.

In addition, other benefits that Board Members of Abertis Infraestructuras, S.A. have received are contributions made to cover pensionliabilities (Euros 1,409 thousand) and life insurance (Euros 32 thousand).

Abertis Infraestructuras, S.A. uses a remuneration system linked to the evolution of the Company’s share price as explained in Note 4.h.

99

Shareholder Company held Activity % Shareholding/Capital Office

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c) At 31 December the Company has guarantees in respect of third parties for a total amount of Euros 331,693 thousand, mainlyrelating to guarantees given by financial institutions to Public Administrations for certain commitments (investments, operation ofservices, financing, etc.) contracted both by the Company its subsidiaries and associated companies and other companies. Theseguarantees are not expected to generate material liabilities.

d) Fees received by PricewaterhouseCoopers Auditores, S.L. for individual and consolidated statutory auditing services corresponding tothe 2007 financial year totalled Euros 183 thousand. In addition, the fees received by other companies trading under thePricewaterhouseCoopers mark for other services provided totalled Euros 391 thousand.

e) On 19 September abertis, through its airport subsidiary abertis airports reached an agreement with ACS, Actividades deConstrucción, S.A. on the acquisition of 99% of Desarrollo de Concesiones Aeroportuarias, S.L. for Euros 271 million. The execution ofthis agreement is subject to the approval of the competent authorities, shareholders and related financial entities.

On 31 October 2007 abertis, through its telecommunications subsidiary abertis telecom reached an agreement with EnsafecaHolding Empresarial and BBVA to acquire a 28.4% stake in the Spanish satellite operator Hispasat for Euros 199 million. Thisagreement is subject to the approval of the Anti-trust authorities.

f) On 20 November 2007, RD 1514/2007, which adopted the new General Accounting Plan, was promulgated. This new decree cameinto force on 1 January 2008 and its application is mandatory for the year beginning on that date.

At the date of formulation of these annual accounts, the Company is analysing the impact that the new accounting regulations willhave on its financial statements, which include, amongst others, an analysis of the differences in accounting criteria and standardsapplicable during the transition and the evaluation of the necessary modifications to reporting procedures and information systems.

NOTE 21. SUBSEQUENT EVENTS

On 4 January 2008 abertis reached an agreement in principle with ACS, Actividades de Construcción, S.A. (ACS) to acquire, through aconsortium controlled by abertis of an initial stake expected to total 51%, 48% of the company Autopista Central (urban tollmotorway in Santiago de Chile) and 50% of the company Rutas del Pacífico (toll motorway Santiago de Chile – Valparaiso - Viña delMar) for approximately Euros 700 million, to be paid by the aforementioned consortium. The execution of this operation is expected toconclude in the first quarter of 2008, provided that it is approved by the Board of Directors of abertis.

Furthermore, on 29 January 2008 and in accordance with the provisions of the shareholders’ agreement signed in June 2007 by abertisand Schemaventotto (hereon S28, company that controls 50.10% of Atlantia -formerly Autostrade-), the Executive Committee ofabertis has decided to begin the process for the spin off of S28, in which it holds a 13.33% interest, which represents an indirectparticipation of 6.68% in Atlantia. As a result, at the end of this demerger process abertis will hold a direct 6.68% interest in Atlantia.

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NOTE 22. STATEMENT OF SOURCE AND APPLICATION OF FUNDS

Sources 2007 2006Funds generated from operations

Net profit for the year 466,869 416,746Charge for depreciation of fixed assets 18,967 19,063Variation in provision for investments (58,108) 35,146Deferred expenses released to profit and loss 796 697Losses on disposal of intangible fixed assets 2,781 -Losses on disposal of tangible fixed assets 2,952 22Charge to provision for liability and charges 2,745 7,020Deferred income released to profit and loss (4,487) -Profit from disposal of investments (2,744) -Profit from disposal of tangible fixed assets (108) (160)Profit from sale of treasury shares (571) (5,079)Provision for treasury shares - (1,076)

429,092 472,379Long-term creditors

Bonds 1,000,000 -Loans - 900,000Loans from group companies 2,841 48,870Other loans 20,793 4,865

Deferred income 34,091 694Disposals of fixed assets

Tangible assets 120 180Investments 1,549,782 22,748Sales of treasury shares 5,557 101,556

Early cancellation and transfer to short-term investmentsLong-term loans from group companies 308,980 1,404,544Other financial investments 639 3,951

Cancellation of deferred expenses 25,935 -Total sources 3,377,830 2,959,787

ApplicationsAcquisitions of fixed assets

Intangible assets 9 15Tangible fixed assets 1,894 -Investments

Group companies 436 1,695,360Other financial investments 2,412 375Long-term loans to group companies 2,834,111 918,491

Deferred expenses 1,990 25,934Dividends (*) 329,073 293,654Cancellation / transfer of long-term debt to short-term 112,500 153,500Total applications 3,282,425 3,087,329Surplus of sources over applications / (Application over sources)Increase / (decrease) in working capital 95,405 (127,542)Change in working capitalIncrease/ (decrease) in current assets

Receivables 2,501 1,882Current asset investments 158,342 (137,992)Treasury 4,771 213Prepayments and accruals 1,817 806

167,431 (135,091)(Increase)/Decrease in current liabilitiesShort-term creditors (72,026) 7,549Change in working capital 95,405 (127,542)(*) Net of treasury shares effect.

Barcelona, 26 February 2008

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102 Annual Accounts and Management Report

Company Registered Office Activity

Abertis Infraestructuras Finance, B.V. Prins Bernhardptein, 200 1097, JB Financial services

Amsterdam (Paises Bajos)

Serviabertis, S.L. Avda. Parc Logístic 12-20. Barcelona. Administrative and technological

management services

Abertis USA Corp. 813 Slaters Lane Alexandria, VA 22314. USA. Development and management of

transport and communication infrastructures

Toll Motorways

Autopistas, C.E.S.A. (ACESA) Avda. Parc Logístic 12-20. Barcelona. Toll motorway concessionaire

Autopistas Aumar S.A.U.C.E. (AUMAR) Paseo de la Alameda, 36. Valencia. Toll motorway concessionaire

Iberpistas, S.A.U.C.E. Pío Baroja 6. Madrid. Toll motorway concessionaire

Aurea Limited 180 Strand. London. UK. Holding company

Abertis Infraestructuras Chile Avda. Andrés Bello 2777 of 2302- Toll motorway concessionaire

Limitada (abertis Chile) (2) Los Condes Santiago. Chile.

Abertis Portugal SGPS, S.A Rua General Norton de Matos 21-A. Holding company

Arquiparque Algés Oeiras. Portugal.

Abertis Autopistas España, S.A. Pío Baroja 6. Madrid. Study, development and construction

of infrastructures.

Abertis México, S.L. Avda. Parc Logístic 12-20. Barcelona. Toll motorway concessionaire

Gestión Integral de Concesiones, S.A. (GICSA) Montalbán, 5. Madrid. Infrastructure administration and management

Autopistas de Puerto Rico y Compañía, S.E. (APR) Montellano, Sector embalse. San José. Puerto Rico. Infrastructure concessionaire

Holding d'Infrastructures de Transport, S.A.S 100, Avenue de Suffren 75015. Paris. France. Holding company

Concesionaria Vial de los Andes, S.A. (COVIANDES) (3) Carrera novena 126-91. Santafé de Bogotá. Colombia. Infrastructure concessionaire

Pt Operational Services Limited (PTY) Yorkcor Park, 86 Watermeger street, Pretoria. South Africa. Toll motorway operation and maintenance

Autopistas del Sol, S.A. (AUSOL) Leandro N.Alem 712 Piso 10. Buenos Aires. Argentina. Toll motorway concessionaire

Car Parks

Saba Aparcamientos, S.A. (SABA) Avda. Parc Logístic 12-20. Barcelona. Car park exploitation

Logistics

Abertis Logística, S.A. Avda. Parc Logístic 12-20. Barcelona. Logistics and technical assistance development

Telecommunications

Abertis Telecom, S.A. Avda. Parc Logístic 12-20. Barcelona. Telecommunications services

Airports

Abertis Aeroports S.A. Avda. Parc Logístic 12-20. Barcelona. Airport development, construction,

management and exploitation

Airport Concession and Brittania House, Frank Lester Way, London Luton Holding company

Development Limited (ACDL) Airport, Luton, Bedfordshire, LU2 9NQ. UK.

Compañía de Desarrollo Aeropuerto Aeropuerto El Dorado, Muelle Internacional piso 2. Airport construction and maintenance

Eldorado, S.A. (CODAD) (3) Costados Sur Bogotá D.C. Colombia.

APPENDIX. DIRECT SHAREHOLDINGS (in Thousand Euros)

This appendix forms an integral part of Note 7 to the 2007 annual accounts with which it must be read. Translation of aggregates in foreign currency is made at year end exchange rate.

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103

Auditors % shareholding Share Reserves Profit for Net value Dividends

capital (deduc interim div.) the year of shareholding received

PwC 100.00 18 2,117 786 2,000 328

PwC 100.00 10,000 2,176 (231) 12,003 -

- 100.00 340 6 22 399 -

PwC 100.00 411,465 (22,278) 330,398 647,187 315,134

PwC 100.00 213,595 252,405 165,656 591,587 162,437

PwC 100.00 50,000 143,666 64,074 223,560 55,000

PwC 100.00 13,635 9,944 2,694 23,363 1,893

PwC 100.00 (2) 20,555 4,684 4,008 23,553 -

PwC 100.00 1,000 316,673 17,108 309,353 -

- 100.00 500 -127 -14 373 -

- 100.00 3 - - 3 -

PwC 99.80 60 446 213 60 -

PwC 75.00 1,011 (45,393) (78) - -

PwC / Other auditors 52.55 1,512,268 (4) 515,457 (4) 143,517 (4) 1,013,112 -

Other auditors 39.04 9,311 15,524 13,881 8,220 5,002

Other auditors 33.30 - - 1,731 - 967

PwC 31.59 38,179 (123,911) (1,777) - -

PwC 99.32 18,243 125,700 16,874 231,409 -

PwC 100.00 68,332 13,223 793 81,993 -

Other auditors 100.00 300,000 1,070 (16,132) 326,433 -

PwC 100.00 2,025 80 91 2,200 -

PwC 90.00 74,576 (4) 656,613 (4) 16,207(4) 680,687 -

PwC 85.00 18,495 14,980 4,863 13,318 2,626

4,190,813 543,387

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104 Annual Accounts and Management Report

Company Registered Office Activity

Through AUTOPISTAS, C.E.S.A.

Acesa Italia, S.R.L. Via delle Quattro Fontane 15 Roma. Italy Holding company of concessionaires

Autopistes de Catalunya, S.A. (AUCAT) Avda. Parc Logístic 12-20. Barcelona. Toll motorway concessionaire

Grupo Concesionario Autopista del oeste km 25,92 Toll motorway concessionaire

del Oeste, S.A. (GCO) (3 y 7) Ituzaingó. Argentina.

Túnel del Cadí, S.A.C. Carretera de Vallvidrera a St. Cugat km 5,3. Barcelona. Toll motorway concessionaire

Autopista Terrassa-Manresa, Autopista C-16 Km 41. Barcelona. Toll motorway concessionaire

Concesionària de la Generalitat

de Catalunya, S.A.. (AUTEMA)

Schemaventotto, S.p.A. Corso Trieste, 170 10024 Moncalieri. Italy. Holding company of concessionaires

Atlantia, S.p.A. (5) y (6) Via A.Bergamini 50 Roma. Italy. Toll motorway concessionaire

Through AUMAR, S.A

Ciralsa, S.A.C.E. Avda. Maisonnave, 41. Alicante. Toll motorway construction

maintenance and exploitation

Through IBERPISTAS, S.A.C.E.

Castellana de Autopistas, S.A.U.C.E. Pio Baroja, 6. Madrid. Toll motorway concessionaire

Autopistas de León, S.A.C.E. (AULESA) Villadangos del Páramo Toll motorway concessionaire

Ctra. Santa María del Páramo. León.

Autopistas Vasco-Aragonesa, C.E.S.A. (AVASA) Barrio de Anuntzibai, s/n 48410 Orozco. Vizcaya. Toll motorway concessionaire

Autopista Trados-45, S.A. (TRADOS-45) Ctra.M-203 P.K. 0,280. Madrid. Toll motorway concessionaire

Alazor Inversiones, S.A. Carretera M-50, Km 67,5 Area de Servicio la Atalaya Holding company

Villaviciosa de Odón. Madrid.

Infraestructuras y Radiales, S.A. (IRASA) Golfo de Salónica, 27. Madrid. Holding company

M-45 Conservación, S.A Ctra.M-203 P.K. 0,280. Madrid. Motorway conservation and maintenance

Accesos de Madrid, C.E.S.A. Carretera M-50, Km 67,5 Area de Servicio la Atalaya Toll motorway concessionaire

Villaviciosa de Odón. Madrid

Autopista del Henares, S.A.C.E. (HENARSA) Golfo de Salónica, 27. Madrid. Toll motorway concessionaire

Erredosa Infraestructuras, S.A. (ERREDOSA) Golfo de Salónica, 27. Madrid. Infrastructure administration and management

Through Aurea Ltd.

Road Management Group (RMG) 130 High Street Old Woking. Surrey. UK. Toll motorway concessionaire

Through abertis Chile (1)

Abertis Logisitica Chile Avda. Andrés Bello 2777 of 2302- Los Condes Santiago. Chile. Construction and exploitation of logistics facilities

Gestora de Autopistas, S.A. (GESA) Avda. Andrés Bello 2777 of 2302- Los Condes Santiago. Chile. Toll motorway concessionaire

Sociedad Concesionaria del Elqui, S.A. (ELQUI) Avda. Andrés Bello 2711 of 1003- Los Condes Santiago. Chile. Toll motorway concessionaire

Through Holding d'Infrastructures de Transport, S.A.S

SANEF (Sociétes des Autoroutes 100, Avenue de Suffren 75015 Paris. France Toll motorway concessionaire

du Nord-Est de la France)

HIT Finance B.V. Rokin 55, 1012 KK Amsterdam. Netherlands. Holding company

SAPN (Société des autoroutes Paris-Normandie) 100, Avenue de Suffren 75015 Paris. France Toll motorway concessionaire

Nacional P. 20, route de Rouen, zone Grandin Noury, 76500 Elbeuf. France Telematic activities

Sanef d.o.o Savska 106 10000 Zagreb. Croatia. Engineering services provider

Eurotoll 100, Avenue de Suffren 75015 Paris. France Telematic activities

BetEire Flow Ltd. 7/8 Wilton Terrace Dublin 2 Ireland Toll motorway concessionaire

Masternaut 4, rue Charles Cros BP 30712, 27407 Louviers Cedex. France Telematic activities

Alis 35, rue des chantiers 78000 Versailles. France Toll motorway concessionaire

Routalis SAS 11, avenue du Centre 78280 Guyancourt. France Land transport infrastructure management

SEA14 100, Avenue de Suffren 75015 Paris. France Toll motorway concessionaire

APPENDIX. INDIRECT SHAREHOLDINGS (in Thousand Euros)

This appendix forms an integral part of Note 7 to the 2007 annual accounts with which it must be read. Translation of aggregates in foreign currency is made at year end exchange rate.

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105

Auditors % Indirect Company holding Share Reserves Profit for

shareholding indirect interest Capital (Deduc. Interim. DIv.) the year

PwC 100.00 acesa 20,400 174,054 23,490

PwC 100.00 acesa 96,160 6,779 37,776

PwC 48.60 acesa 34,827 (19,779) 3,251

Other auditors 37,21 acesa 105,504 20,624 4,105

PwC 23.72 acesa 69,411 (1,783) 16,950

Other auditors 13.33 acesa Italia 445,536 1,414,843 186,671

Other auditors 6.68 Schemaventotto 571,712 (6) 2,832,652 (6) 560,949 (6)

PwC 25.00 aumar 50,167 - (1,517)

PwC 100.00 iberpistas 52,000 184,272 (4,449)

PwC 100.00 iberpistas 34,642 9,239 185

PwC 50.00 iberpistas 237,095 (23,684) 75,820

PwC 50.00 iberpistas 25,069 10,004 8,835

Other auditors 35.12 iberpistas 223,600 (19,055) (4,270)

Other auditors 22.5 (8) iberpistas / Avasa 11,610 34,275 (16,851)

- 25.00 Trados 45 553 - -

Other auditors 35.12 Alazor Inversiones 223,600 (18,752) (4,141)

Other auditors 22.50 Infraestructuras y Radiales 96,700 325,947 2,440

Other auditors 22.50 Infraestructuras y Radiales 61 (8) (3)

Other auditors 25.00 Aurea Limited 34,545 33,906 7,584

- 100.00 (14) abertis Chile 8,966 - (499)

PwC 51.00 abertis Chile 840 574 182

Other auditors 25.00 abertis Chile 60,598 23,248 22,464

PwC/Other auditors 52.55 Holding d'Infrastructures de Transport, SAS 53,090 837,116 217,348

PwC 52.55 Holding d'Infrastructures de Transport, SAS 2,000 (59) 377

PwC 52.53 sanef 14,000 348,816 21,177

Other auditors 52.55 sanef 1,560 606 187

PwC 52.55 sanef 3 - 1,134

Other auditors 52.55 sanef 3,000 (1) 643

Other auditors 42.04 sanef - - 5

Other auditors 50.75 (9) sanef/ Nacional P 1,570 (2,003) (367)

Other auditors 10.34 (10) sanef /sapn 2,850 316,119 (23,336)

Other auditors 15.76 sapn 40 4 796

Other auditors 52.53 sapn 37 (1) 26

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106 Annual Accounts and Management Report

Company Registered Office Activity

Through SABA

Saba Estacionamientos de Chile, S.A. Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Spel-Sociedade de Parques

de Estacionamento, S.A (SPEL) Guedes de Azevedo, 148-180 Porto. Portugal. Car park exploitation

Parbla, S.L. Sabino Arana, 38. Barcelona. Car park exploitation

Saba Italia, S.p.A. Via delle Quattro Fontane 15 Roma. Italy Car park exploitation

Saba Inmobiliaria de Aparcamientos, S.L Avda. Parc Logístic, 12-20 - 08040. Barcelona Car park exploitation

Saba Aparcament de Santa Caterina, S.A. Avda. Parc Logístic, 12-20 - 08040. Barcelona Car park exploitation

Societat d’Aparcaments de Terrassa, S.A. (SATSA) Plaça Vella, subsuelo. Terrassa. Car park exploitation

Societat Pirenaica d’Aparcaments, S.A. (SPASA) Pau Casals 7 Escaldes-Engordany. Principality of Andorra. Car park exploitation

Rabat Parking, S.A. Rue de Larache, 8 Rabat. Morocco Car park exploitation

Saba aparcamientos de Levante, S.L Avda. Parc Logístic, 12-20 - 08040. Barcelona Car park exploitation

Las Mercedes Sociedad Concesionaria, S.L Las Mercedes s/n Las Arenas-Getxo. Vizcaya. Car park exploitation

Liz Estacionamientos Guedes de Azevedo, 148-180 Porto. Portugal. Car park exploitation

Saba Campo San Giacomo Via delle Quattro Fontane 15 Roma. Italy. Car park exploitation

Parcheggi Pisa Via delle Quattro Fontane 15 Roma. Italy. Car park exploitation

Park Maggiore, S.p.A. Via delle Quattro Fontane 15 Roma. Italy. Car park exploitation

Bofipark Via Michelino, 32 Bologna (Italia) Car park exploitation

Parcheggi Bicocca Via delle Quattro Fontane 15 Roma. Italy. Car park exploitation

Port Mobility Via delle Quattro Fontane 15 Roma. Italy. Car park exploitation

Bologna & Fiera Parking, S.p.A. Via Maserati 16 Bologna. Italy. Car park exploitation

Concesionaria Subterra Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Concesionaria Subterra Dos Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Concesionaria Plaza de Ciudadania, S.A. Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Saba Park Chile Servicios, S.A. Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Concesionaria Subterra Tres Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Saba Park Chile, S.A. Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Concesionaria Estacionamientos Paseo de Bulnes, S.A. Andrés Bello, 2777 Las Condes Santiago. Chile. Car park exploitation

Through ABERTIS LOGÍSTICA

Sevisur Logística, S.A. Moratín, 1. Sevilla. Construction and exploitation of logistics facilities

Parc Logístic de la Zona Franca, S.A. (PLZF) Avda. Parc Logístic 2-10. Barcelona. Development and exploitation of logistics facilities

Areamed 2000, S.A. Vía Augusta, 21-23. Barcelona. Exploitation of service areas.

Araba Logística, S.A. (ARASUR) Olaguibel, 2 Vitoria Construction and exploitation of logistics facilities

Centro Intermodal de Logística, S.A. (CILSA) Avda Ports d´Europa, 100 Barcelona Development and exploitation of logistics facilities

Consorci de Plataformas Logístiques, S.L (CPL) Avda. Parc Logístic 12-20. Barcelona. Management and exploitation of logistics platforms

Aberis Sanef Logistique 100, Avenue de Suffren 75015 Paris. France. Management and exploitation of logistics platforms

Through ABERTIS TELECOM

Tradia Telecom, S.A. Av. Del Parc Logistic, 12-20 08040 Barcelona Telecommunications

infrastructure operator

Retevisión I, S.A. Av. Del Parc Logistic, 12-20 08040 Barcelona Telecommunications

infrastructure operator

Servicios audiovisuales Overon, S.L (Overon) Gran Via de les Corts Catalanes, 130-136. Barcelona. Telecommunications and audiovisual services

Eutelsat (15) c/ Balard nº 70, Paris. France. Satellite telecommunications operator

Adquisición de emplazamientos, S.L. (ADESAL) Ausias March 20, Valencia Construction and exploitation

of telecommunications infrastructures

Consorcio de Telecomunicaciones C/ Uruguay, parcela 13R, nave 6, Parque Provision of services related to

Avanzadas, S.A. (Cota) Empresarial Magalia, Polígono Industrial Oeste telecommunications operators and concessions

Torre de Collserola, S.A. Ctra.Vallvidrera a Tibidabo, s/n. Barcelona. Construction and exploitation of

telecommunications infrastructures

This appendix forms an integral part of Note 7 to the 2007 annual accounts with which it must be read. Translation of aggregates in foreign currency is made at year end exchange rate.

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107

Auditors % Indirect Company holding Share Reserves Profit for

shareholding indirect interest Capital (Deduc. Interim. DIv.) the year

PwC 99.32 saba 23,000 (1,290) (713)

PwC 99.32 saba 6,000 25,909 685

PwC 99.32 saba 3 1,144 (136)

PwC 99.32 saba 43,160 3,806 (460)

PwC 99.32 saba 200 - 306

PwC 91.37 saba 31 - (33)

PwC 87.44 saba 6,263 820 1,232

PwC 59.59 saba 301 50 280

Other auditors 50.65 saba 1,879 (210) 141

PwC 49.66 saba 8,309 - 570

PwC 33.10 saba 812 200 (244)

PwC 50.65 spel 500 (257) (106)

PwC 98.33 saba Italia 100 - (90)

PwC 69.52 saba Italia 50 - (36)

PwC 69.52 saba Italia 1,500 - (1)

PwC 29.80 saba Italia 90 - -

PwC 24.83 saba Italia 1,500 802 (1,426)

Other auditors 9.93 saba Italia 1,500 (163) (427)

PwC 12.42 saba Italia 3,000 - -

PwC 99.32 Saba Estacionamientos de Chile, S.A 1,387 (356) 97

PwC 99.32 Saba Estacionamientos de Chile, S.A 844 (172) (162)

PwC 99.31 Saba Estacionamientos de Chile, S.A 2,565 1,459 35

PwC 99.31 Saba Estacionamientos de Chile, S.A 44 52 -

PwC 99.22 Saba Estacionamientos de Chile, S.A 645 - -

PwC 98.73 Saba Estacionamientos de Chile, S.A 1,347 (56) (162)

PwC 98.72 Saba Park Chile, S.A: 262 55 (51)

PwC 60.00 abertis logística 12,480 2,005 245

Other auditors 50.00 abertis logística 23,742 1,605 2,166

Other auditors 50.00 abertis logística 70 10,671 1,730

PwC 43.98 abertis logística 32,932 5,590 1,010

Other auditors 32.00 abertis logística 15,467 29,294 505

- 66.68 (12) abertis logística / Cilsa 600 (32) (141)

- 76.28% (13) sanef/ Abertis Logística, S.A 37 - -

Other auditors 100.00 abertis telecom 131,488 (29,203) (5,983)

Other auditors 100.00 abertis telecom 81,270 147,111 47,282

Other auditors 51.00 abertis telecom 5,773 2,547 10,223

Other auditors 31.57 abertis telecom 218,604 812,704 173,442

- 51.00 tradia 3 - 116

- 25.00 tradia 1,000 235 592

Other auditors 41.75 retevisión 6,020 752 70

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108 Annual Accounts and Management Report

Company Registered Office Activity

Through ACDL

TBI, plc Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

TBI Finance Ltd Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Financial services

TBI International Airports Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

TBI Global Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Dormant

TBI Aviation Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Airplane rental

Airport Group International Holdings LLC c/o Corporation Trust Center, 1209 Orange Street,

Wilmington, Delaware 19801. USA. Holding company.

Stockholm Skavsta Flygplats AB Box 44, 611 22 Nyköping. Suecia. Airport management and exploitation

TBI Airport Holdings Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

TBI Costa Rica SRL Forum Business Park, Building G, Fourth Floor,

Santa Ana. Costa Rica. Technical consulting services

LLAG Investors (UK) Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

London Luton Airport Group Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

Cardiff International Airport Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Airport management and exploitation

Belfast International Airport Holdings Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

London Luton Airport Operations Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Airport management and exploitation

MB 121 Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Dormant

Belfast International Airport Limited Belfast International Airport, Aldergrove, Belfast

BT29 4AB. UK. Airport management and exploitation

Aldergrove Airports Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Dormant

Aldergrove International Airport Limited Belfast International Airport, Aldergrove, Belfast,

BT29 4AB. UK. Dormant

Aldergrove Car Parks Limited Belfast International Airport, Aldergrove, Belfast,

BT29 4AB. UK. Car park exploitation

TBI Global ( Business Travel) Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Dormant

TBI Financial Investments Limited c/o PricewaterhouseCoopers LLP, 68-73

Queen Street, Edinburgh. Scotland. Special purpose entity

TBI (US) Holdings Limited Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK. Holding company.

TBI (Saudi Arabia) Brittania House, Frank Lester Way, London Luton

Airport, Luton, Bedfordshire, LU2 9NQ. UK Dormant

TBI US Operations Inc c/o Corporation Service Company, 2711 Centreville

Road, Suite 400, Wilmington, Delaware, 19808. USA. Holding company.

TBI Airport Management Inc PO Box 6041, Toronto AMF, Toronto, Ontario,

L5P 1B2. Canada. Airport management and exploitation

Orlando Sanford International Inc 2 Red Cleveland Boulevard, Suite 210, Sanford,

Florida, FL32773. USA. Airport management and exploitation

This appendix forms an integral part of Note 7 to the 2007 annual accounts with which it must be read. Translation of aggregates in foreign currency is made at year end exchange rate.

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109

Auditors % Indirect Company Holding Share Reserves Profit for

shareholding Indirect Interest Capital (Deduc. Interim. DIv.) the year

PwC 90.00 ACDL 80,779 437,426 4,630

PwC 90.00 TBI plc 122,784 21,798 5,656

PwC 90.00 TBI plc 55,134 714 (933)

PwC 90.00 TBI plc - (108) -

PwC 90.00 TBI plc - (4,633) 3,013

PwC 90.00 TBI plc 74,985 1,001 (4,703)

PwC 81.09 TBI International Airports Limited 1,066 13,729 2,978

PwC 90.00 TBI International Airports Limited 68 (30,702) (11,846)

PwC 90.00 TBI International Airports Limited - 35 (26)

PwC 90.00 TBI Airport Holdings Limited - (586) (1,424)

PwC 90.00 TBI Airport Holdings Limited 7,191 (826) -

PwC 90.00 TBI Airport Holdings Limited 33,765 28,966 3,823

PwC 90.00 TBI Airport Holdings Limited 205 (10,900) (6,894)

PwC 90.00 London Luton Airport Group Limited 7,191 8,039 10,025

PwC 90.00 Cardiff International Airport Limited - - -

PwC 90.00 Belfast International Airport Holdings Limited - 101,672 25,753

PwC 90.00 Belfast International Airport Holdings Limited - - -

PwC 90.00 Belfast International Airport Holdings Limited - - -

PwC 90.00 Belfast International Airport Holdings Limited - 13,589 (13,589)

PwC 90.00 TBI Global Limited 68 (27) -

PwC 90.00 TBI Finance Ltd 14 (295) -

PwC 90.00 TBI International Airports Limited 48,112 4,596 173

- 90.00 TBI International Airports Limited 1 - -

PwC 90.00 TBI (US) Holdings Limited 79,238 (871) (934)

PwC 90.00 TBI US Operations Inc 1,366 (12,246) 131

PwC 90.00 TBI US Operations Inc - 393 470

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110 Annual Accounts and Management Report

Company Registered Office Activity

Orlando Sanford Domestic Inc 2711 Centreville Road, Suite 400, Wilmington,

Delaware 19808. USA. Airport management and exploitation

TBI Cargo Inc 2711 Centreville Road, Suite 400, Wilmington,

Delaware 19808. USA. Air cargo freight

TBI Overseas Holdings Inc c/o Corporation Service Company, 2711 Centreville

Road, Suite 400, Wilmington, Delaware, 19808. USA. Holding company.

TBI Real Estate Holdings LLC 2711 Centreville Road, Suite 400, Wilmington,

Delaware 19808. USA. Real Estate

SFB Fueling Holding (US) 2711 Centerville Road; Suite 400 Wilmington,

Delaware 19808 USA Holding company.

TBI Toronto Inc PO Box 6041, Toronto AMF, Toronto, Ontario,

L5P 1B2. Canada. Airport management and exploitation

TBI Airport Management Canada Inc 66 Wellington Street West, Suite 3600,

Toronto, Ontario, Canada. Airport management and exploitation

Airport Group New York Inc c/o CT Corporation System, 818 West 7th Street,

Los Angeles, CA 90017. USA. Dormant

TBI Partnership PO Box 6041, Toronto AMF, Toronto, Ontario,

L5P 1B2. Canada. Airport management and exploitation

TBI (US) LLC 2711 Centreville Road, Suite 400, Wilmington,

Delaware 19808. USA. Holding company.

TBI Overseas (Bolivia) LLC c/o Corporation Service Company, 2711 Centreville

Road, Suite 400, Wilmington, Delaware, 19808. USA. Holding company.

Servicios de Aeropuertos Bolivianos SA Santa Cruz de la Sierra, Santa Cruz. Bolivia. Airport management and exploitation

SFB Fueling (US) 2711 Centerville Road; Suite 400 Wilmington,

Delaware 19808 USA Fuel purchase-sale

TBI Overseas (UK) LLC c/o Corporation Service Company, 2711 Centreville

Road, Suite 400, Wilmington, Delaware, 19808. USA. Technical consulting services

This appendix forms an integral part of Note 7 to the 2007 annual accounts with which it must be read.

Translation of aggregates in foreign currency is made at year end exchange rate.

(1) Reporting under IFRS.

(2) abertis shareholding: 100%. Direct 99.98%; Indirect through Gicsa 0.02%.

(3) Financial statements at 31 December 2007, excluding effect of inflation considered in local criteria.

(4) Consolidated reporting (IFRS criteria). Minority interest is included in Reserves.

(5) The shares of Atlantia S.p.A. are listed on the Milan stock exchange. The average share price in the last quarter of 2007 was Euros 25.94. The quotation at year end was Euros 25.93.

(6) Consolidated reporting at 30 September 2007 (IFRS criteria). Minority interest is not included in either Reserves or Results.

(7) The shares of gco are listed on the Buenos Aires stock exchange. The average share price for the last quarter of 2007 was Argentine Pesos 1.15. At the year end the quotation was Argentine Pesos 1.20. 57.6% of thevoting rights are held.

(8) Indirect shareholding of abertis: 22.5%. Indirect through Iberpistas, S.A.C.E 15% and Avasa 7.5%

(9) Indirect shareholding of abertis: 50.75%. Indirect through sanef 35.75% and National P: 15.00%

(10) Indirect shareholding of abertis: 10.34%. Indirect through sanef 6.13% and sapn 4.21%.

(11) The shares of Brisa, Auto-Estradas de Portugal, S.A. are listed on the Lisbon stock exchange. The average share price during the last quarter of 2007 was Euros 9.81. At the year end the quotation was Euros 10.05.

(12) Shareholding of abertis: 66.68%. Indirect through abertis logística: 51.00%; Indirect through Cilsa 15.68%.

(13) Shareholding of abertis: 76.28%. Indirect through Sanef 26.28% and Abertis Logística, S.A. 50.00%.

(14) Shareholding of abertis: 100% Indirect through abertis Chile 50.00% and Abertis Logística, S.A. 50.00%.

(15) The shares of Eutelsat, S.A. are listed on the Paris stock exchange. The average share price for the last quarter of 2007 was Euros 18.58. At the year end the quotation was Euros 20.35.

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111

Auditors % Indirect Company holding Share Reserves Profit for

shareholding indirect interest Capital (Deduc. Interim. DIv.) the year

PwC 90.00 TBI US Operations Inc 1 (4,337) (147)

PwC 90.00 TBI US Operations Inc - (1,430) (192)

PwC 90.00 TBI US Operations Inc 59,146 (8,353) (1)

PwC 90.00 TBI US Operations Inc 2,148 (14) (37)

PwC 90.00 TBI US Operations Inc - - -

PwC 90.00 TBI Airport Management Inc 938 8,432 78

PwC 90.00 TBI Airport Management Inc - 4 -

PwC 90.00 TBI Airport Management Inc - - -

PwC 90.00 TBI Toronto Inc (199) (56) 68

PwC 90.00 TBI Overseas Holdings Inc 18,546 (5,053) -

PwC 90.00 TBI (US) LLC 3,919 (221) (110)

PwC 90.00 TBI Overseas (Bolivia) LLC 2,596 5,897 1,519

PwC 45.00 SFB Fueling Holding (US) - - 453

PwC 90.00 TBI Overseas Holdings Inc 1,942 4,937 2,621

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ABERTIS INFRAESTRUCTURAS, S.A.MANAGEMENT REPORT FOR 2007

Abertis Infraestructuras, S.A. (abertis) is parent of a business group that provides infrastructure management services for mobility andcommunications. It operates in the sectors of motorways, car parks, logistics infrastructure, telecommunications infrastructure andairports.

During 2007 the following significant events have occurred in its Group in relation to the expansion of its business and activities:

• In the toll motorway sector the Group, through acesa has begun expansion work on the AP-7 stretch between La Jonquera(Girona) and Vilaseca-Salou (Tarragona) while the third Guadarrama Tunnel has been opened up to traffic on the AP-6motorway by castellana. The Group has also acquired a 4.6% stake in the Portuguese concessionaire Brisa, raising its totalinterest to 14.6%. iberpistas has acquired 20.8% of aulesa and now holds 100% while sanef has been awarded tele-tollcontracts in Canada and Ireland.

• In the telecommunications infrastructure sector, abertis telecom has acquired 28.4% of the Spanish satellite operatorHispasat, pending mandatory authorisation. This operation will clearly reinforce the Group’s position obtained last year throughthe acquisition of 32% of the capital in Eutelsat, a company that has formed part of the Group throughout all of 2007.

• In the airport sector, the Group has signed an agreement for the acquisition of 99% of Desarrollo de ConcesionesAeroportuarias (DCA), a group with interests in airports in Mexico, Jamaica, Chile and Colombia, which will become effective in2008. It has also entered into operator contracts for two new airports in the USA.

• In the car park sector, Saba continues to expand across Spain (Vilafranca del Penedes, Girona, Terrassa, Las Palmas de GranCanaria), Italy (Roma-Villa Borghese and Trieste) and Chile (Santiago de Chile). It also has a major project portfolio in countriesin which it carries out its activities.

• In the logistics infrastructure sector, all the available surface areas have reached high levels of occupancy, while agreementshave been signed for the development of logistics facilities in Santiago de Chile. The Group has secured the adjudication of theconcession for the construction and exploitation of the ZAL II for the Seville Harbour and an agreement has been reached forthe acquisition of a major portfolio of buildings and surface areas earmarked for logistics services in Madrid and Barcelona.

Already since the beginning of 2008, and in line with the procedures set down in the shareholders’ agreement of Schema28, abertishas filed for its separation from this company and the final assignment of a direct 6.68% stake in the capital of Atlantia (formerlyAutostrade), after having realised that, in spite of the excellent relations between both companies and their major shareholders, theconditions do not exist to culminate the project initiated in April 2006, which had the unanimous support of the shareholders and theunrestricted authorisation of the competent European authorities.

The financial statements of abertis reflect the consequences of its investments and activity as the parent company of the group, bothfrom the balance sheet perspective (investments and financing) and the profit and loss account perspective (contributions throughdividends from the different companies and financing and structural costs).

The balance sheet is made up mainly of the controlling shareholdings and the financing necessary for their acquisition through ownfunds and borrowings. It also includes the financing obtained and granted through the Group debt centralisation process in order tocover the funding needs of the controlling shareholdings. The increase during the year in which total assets and liabilities have gonefrom Euros 7,845 million to Euros 9,004 million, relates to a great extent to the latter as a consequence of the financing needs of theGroup companies for the expansion process mentioned above.

Because of the nature of its investment activity, abertis is exposed to different financial risks: exchange rate risk, credit risk, liquidityrisk, and cash flow interest rate risk. The overall risk management program of the Group takes into account the uncertainty of thefinancial markets and tries to minimise the potentially adverse effects on global profitability of the Group as a whole basically throughthe setting of financing and hedging policies depending in line with each business type.

In practice, this translates into a healthy financial structure, with a high average maturity terms of its debt and a high percentage of useof fixed interest rates on borrowings or rates fixed to minimise to a large extent the possible effects of tensions in the credit marketssuch as those that have occurred in the last few months. This balance in the financial structure of abertis is evident in the high creditrating of its debt.

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The profit and loss account basically reflects the transfer of the results generated in the different companies of the Group throughdividends, the financial expenses and income related to the financing activity, as well as the costs derived from the corporationstructure. The average number of employees in 2007 has risen to 130 as a result of the adaptation of corporate structure to the growthof the Group.

As a result of the above, 2007 results have totalled Euros 467 million, which represents an increase of 12% on last year, which ensures,at the same time, the shareholding remuneration policy of abertis.

As in previous years, abertis has maintained its policy of shareholder return that combines the dividend payout with a bonus shareissue of one share for every 20 shares held. In June 2007 abertis agreed to carry out a capital increase through a bonus share issue andin October it decided to pay out an interim dividend of Euros 0.28 per share. This is a 12% increase on the interim dividend per sharepaid last year. The Board of Directors of abertis agreed to propose to the General Meeting of Shareholders to pay a final dividend on2007 results of Euros 0.28 gross per share, thus consolidating the 12% increase in the dividend per share in light of the favourableevolution of the Group’s businesses.

The total dividend to be charged against profit for 2007 will total Euros 357.5 million, taking into account the interim dividend alreadydistributed, Euros 0.56 gross per share. This represents an increase of 17.6% on the dividend distributed and charged against results inthe previous year.

If there are variations in 2008 in the aggregates set out in the annual accounts, they would be similar in nature to the variations in2007 and as a result of Group investments, provided that they comply with the strict security and profitability requirements ofinvestment portfolio of abertis. The balance of investments both in terms of maturity and profitability and geographic and sectorialdiversification, must contribute to a sustained positive contribution from all the units in order to provide continuity to the shareholderremuneration policy.

It is Group policy to pay maximum attention to environmental protection and conservation, and each investee company adopts themeasures necessary to minimise the environmental impact of the infrastructures that they manage in order that they blend in asmuch as possible with their surroundings

Under the authorisation approved by the Shareholders’ Meeting, at the year end the Company holds 3,246,459 own shares (0.5% ofshare capital), for which, under current accounting standards, it has set up the respective provision up to their net book value, asindicated in the notes to these annual accounts. It is the company’s intention to use these shares to cover the various share-basedpayment schemes approved by the shareholders for executives and employees as well as the placing of this packet of shares on themarket, market conditions permitting.

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REPORT BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A. ON ASPECTS OF THEMANAGEMENT REPORT SET OUT IN ARTICLE 116 B OF THE SECURITIES EXCHANGE ACT

The Board of Directors of Abertis Infraestructuras, S.A., in compliance with the provisions of article 116b of the Securities Exchange Act,Law 24/2007/28 July, adopted by Law 6/2007/12 April, issues this report on the aspects of the Management Report set down in theaforementioned Act, for presentation to the General Meeting of Shareholders of the Entity.

a) The capital structure, including the securities that are not traded on a regulated community market, indicating, as the case

may be, the different classes of shares and, for each class of shares, the rights and obligations they confer and the percentage

of share capital they represent.

The share capital of Abertis Infraestructuras, S.A. at 31 December 2007 totals Euros 1,915,225,875 and is fully paid and divided into638,408,625 fully subscribed and paid ordinary shares belonging to a single class and series, with a par value of Euros 3 each.

b) Restrictions on the transfer of shares

Article 6 of the articles of association stipulates that the shares are represented by accounting entries. The shares can be transferred byany means recognized by law, depending on their nature, and in accordance with the standards for the transfer of securitiesrepresented by accounting entries.

c) Significant direct and indirect sharheolders in share capital

The significant shareholdings in Abertis above 3% of its share capital or voting rights at 31 December 2007 is as follows:

Name or registered name Number of direct Number of indirect % of total

of shareholder voting rights voting rights (*) voting rights

Criteria CaixaCorp, S.A.(1) 106,839,059 52,715,294 24.992

ACS, Actividades de Construcción y Servicios, S.A. 158,530,090 356 24.832

Caja de Ahorros de Cataluña 36,338,721 0 5.692

Sitreba, S.L. 35,113,555 0 5.500

(1) Criteria CaixaCorp, S.A. is a company controlled by Caixa d’Estalvis i Pensions de Barcelona “la Caixa” (NIF G-58899998), and is also the direct holder of 1,050 shares of Abertis Infraestructuras, S.A.

(*) Through:Criteria CaixaCorp, S.A.:

Name or registered name of the direct Number of direct voting rights % of total voting rights

holder of the shareholding

Inversiones Autopistas, S.L. 49,495,078 7.753

Vidacaixa, S.A. de Seguros y Reaseguros 3,220,216 0.504

ACS, Actividades de Construcción y Servicios, S.A.:

Name or registered name of the direct Number of direct voting rights % of total voting rights

holder of the shareholding

Comunidades Gestionadas, S.A 120 0.000

Dragados, S.A. 236 0.000

d) Restrictions on voting rights

Article 13 of the Articles of Association stipulates that:

“Shareholders can attend the General Meeting of Shareholders in person if they can accredit that they hold at least one thousandshares in their name five days prior to said meeting. Each share corresponds to one vote. To said purpose, the shareholders mustattend the General Meeting bearing invitation expedited by the entities forming part of the Registration, Compensation andLiquidation Systems Management Company (formerly the Securities Compensation and Liquidation Service), or by the company itselfafter accrediting ownership of the shares.

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Every shareholder is entitled to designate any individual as his proxy, whether they latter are shareholders or not. Those holding fewershares than the number required to attend the annual general meetings shall be entitled to representation by one of them if bygrouping together they can combine said number of shares. The proxy must be accredited in any case by means of special reliabledocuments for each annual general meeting.”

e) Side agreements

The company has no record of the existence of any side agreements.

f) Regulations on the appointment and replacement of members of the governing bodies and modifications to the articles of

association.

Article 20 of the Articles of Association of Abertis stipulates that:

“The Board of Directors will be made up of a number of members no fewer than six and no greater than twenty-two. In order to beelected as an administrator one need not be a shareholder, except in the event of temporary appointment under the provisions ofarticle 138 of the Spanish Public Limited Companies Act. The determination of the specific number of board members is theresponsibility of the General Meeting of Shareholders. The election of the board members is subject to the provisions of article 137 ofthe Spanish Public Limited Companies Act and the regulations pursuant thereto.”

Article 5 of the Regulations of the Board of Directors stipulates that:

“1. The Board of Directors, in undertaking its power to propose to the General Meeting of Shareholders and co-opt members to covervacant seats, will ensure that in the composition of this body that the external or non-executive members represent a broad majorityvis-à-vis the executive members.

Thus, it is understood that the executive officers comprise the Chief Executive Officer and those who by virtue of any other officeundertake management responsibilities within the Company.

2. The Board will likewise ensure that within the majority group of external board members there are Board Members appointed bysignificant shareholders as well as persons of recognized prestige that are not related to the team or the significant shareholders of theCompany (independent board members).

3. In order to establish a reasonable balance between the board members appointed by significant shareholders and independent boardmembers, the Board will take into account the ownership structure of the Company, the importance in absolute and relative terms ofthe significant shareholders, and also the degree of permanence, commitment and strategic bond with the Company of the significantequity holders.”

Article 6 of the Regulations of the Board of Directors stipulates that:

“1.The Board of Directors will be made up of the number of members determined by the General Meeting of Shareholders within thelimits established by the Articles of Association of the Company.

2. The Board will propose to the General Meeting of Shareholders the number (between 15 and 21), which, depending on the changingcircumstances of the Company, is most suitable to assuring appropriate representation and effective functioning of this body.”

Article 16 of the Regulations of the Board of Directors stipulates that:

“1.The members will be designated by the General Meeting of Shareholders or by the Board of Directors in accordance with theprovisions of the Spanish Public Limited Companies Act.

2. The proposed appointments of members to be submitted by the Board of Directors for deliberation by the General Meeting ofShareholders and the appointment decisions adopted by this body by virtue of its co-opting powers legally attributed to it must bepreceded by the respective proposal from the Appointments and Remunerations Committee in respect of the independent boardmembers and by a report in the case of the other members.”

Article 17 of the Regulations of the Board of Directors stipulates that:

“The Board of Directors and the Appointments and Remunerations Committee, as part of their powers, will ensure that the candidatesare of renowned prestige, competence and experience, and must be extremely careful in relation to those called to cover vacant seatsas independent board members as per Article 4 of these Regulations and under the applicable standards of good governance.”

Article 18 of the Regulations of the Board of Directors stipulates that:

“1. The board members will exercise their office for the period of time set down in the Articles of Association and have the right to bere-elected.

2. The members co-opted onto the board will exercise their office until the date of the first General Meeting of Shareholders.

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When, subject to a report from the Audit and Control Committee, the Board of Directors believes that the interests of the Company areat risk, any member who has completed his mandate shall not be entitled to render services to any other entity that has corporatepurposes analogous to those of the Company and which is its competitor, in the opinion of the Board of Directors, for a periodestablished by the latter and which in no case shall be longer than two (2) years.”

Article 19 of the Regulations of the Board of Directors stipulates that:

“1. The members will be removed from their office when the period for which they were appointed has expired or whenever theGeneral Meeting of Shareholders decides to do in accordance with the powers legally or statutorily conferred upon it.

2. The board members must tender their resignation to the Board of Directors and formalise, if required by the latter, their respectiveresignation in the following cases:

a) When they are removed from their executive offices to which they were appointed as members. In the case of independentmembers, after they have been twelve (12) years in this office.

b) Whenever they are involved in any situations constituting grounds of conflict of interest or that are legally prohibited.

c) Whenever they are indicted for an alleged crime or subject to disciplinary proceedings for a serious or very serious infringementbeing heard by the supervisory authorities.

d) When their presence on the Board could put the interests of the Company in jeopardy and when the reasons for which they wereappointed no longer exist. It will be understood that this latter circumstance occurs in relation to a board member appointed bysignificant shareholders when the entire shareholding has been sold of which he is the shareholder or representative and also when thereduction of his shareholding requires the reduction of board members appointed by significant shareholders.

3. The executive officers must tender their resignation to the Board once they turn seventy years old and the latter must decidewhether they can continue to exercise their executive or proxy functions or simply remain members.”

Notwithstanding the provisions of article 103 and the like of the Spanish Public Limited Companies Act, article 22 of the articles ofassociation and article 4 of the Regulations of the Board of Directors stipulate that:

In order to adopt resolutions the absolute majority of the attending, present or proxied, members, at the meetings will be required,except a) in regards to the permanent conferral of a power by the Board of Directors upon the Executive Committee or the ChiefExecutive Officer and the appointment of the administrators to occupy said offices, in which case a two thirds majority of themembers of the Board is required, and b) in respect of the following matters, in which more than two thirds of the members present orpresent by proxy is required:

(i) Proposals for the transformation, merger, demerger or winding up of the company, the global assignment of its assets and liabilities,

the contribution of a branch of activity, a change in the corporate purposes, an increase or decrease of share capital. …”

g) The powers of the members of the Board of Directors and, in particular, those relating to the possibility of issuing or

repurchasing shares.

Article 23 of the Articles of Association stipulates:

“The Board of Directors shall have, amongst others, the following powers:

a) To appointment, from amongst its members, a Chairman and one or several Vice-Chairmen. It shall also appoint a Secretary whomay or may not be a member. And it shall also appoint a non-Member Vice-Secretary who will substitute the Secretary in the latter’sabsence.

b) To convene the ordinary and extraordinary general meetings of shareholders, how and when necessary, in accordance with currentlegislation or the articles of association in force, draft the agenda and formulate the necessary proposals in accordance with the natureof the general meeting that has been convened.

c) Represent the company in all matters involving all administrative, legal, civil, corporate and criminal proceedings, before anygovernment administration or any type of public corporation, as well as in any jurisdiction (ordinary, administrative, special, labour,etc.) and in any instance, and exercise all type of actions upon which it is incumbent in order to defend its rights, in and out of court,conferring and granting the necessary powers to solicitors and appointing lawyers to represent and defend the company before saidcourts and bodies.

d) To manage and administrate corporate business, attend to the management of the same in a constant manner. To this purpose, itshall establish the regulations of governance and the administrative regime and operations of the company, and organise and regulateits technical and administrative services.

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e) To execute and conclude all types of contracts in relation to all types of assets or rights, through clauses and conditions it deemsappropriate and constitute and cancel mortgages and other liens or rights in rem on the company’s assets, as well as waive, with orwithout payment, all types of privileges and rights. It shall also be entitled to decide upon the participation of the company in othercompanies or associations and the respective forms in which this may take place, either integration, association, collaboration orparticipation.

f) To manage the firm and act in the name of the company in all types of banking operations, opening and closing current accounts,drawing on them, intervening in bills of exchange as drawer, as the accepting office, guarantor, endorser, endorsee or holder of thesame; to open credit facilities with or without guarantee, and cancel them; to transfer funds, incomes, credit facilities or securities,using any procedures for the transfer or movement of money; adopting balances of settled accounts, constituting and withdrawingdeposits or guarantee deposits, compensating accounts, formalising changes, etc. both with the Bank of Spain and official banks, andwith private banks and any other bodies of the government administration.

g) To appoint, assign and dismiss all company personnel, and determine their salaries and bonuses.

h) To appoint from the board an Executive Committee and one or several Chief Executive Offices and confer upon them, in accordancewith the law, the powers it deems appropriate and regulate their operations. It shall also be able to confer powers on any person.

i) To regulate its own functioning in all matters that are not especially legislated by law or governed by the articles of association.

The powers set out above are merely for illustrative purposes and do not constitute the full list of the same, and it is understood thatthe Board has all those powers that are not expressly restricted to the General Meeting of Shareholders by law or under the articles ofassociation.”

By virtue of the resolution of the General Meeting of Shareholders the Board is empowered to increase capital once or several times,under the terms and conditions of article 153 of the Spanish Limited Companies Act, up to a limit of Euros 912,012,321 and within aperiod that will expire on 3 May 2011.

Also by virtue of a resolution of the General Meeting of Shareholder, the Board is authorised to acquire treasury shares up to amaximum of 5% of share capital, under the other conditions set down in the resolution itself and the requirements set down by theSpanish Public Limited Companies Act.

It is expressly stipulated that this authorisation may be used to distribute to executives and employees company shares as a result ofthe implementation of remuneration systems that comprise the distribution of shares and/or conferral of rights over the same.

h) The significant resolutions that have been adopted by the company and which come into force or are modified or willterminate in the event of the change in control of the company as a result of an initial public offering, and its effects, exceptwhen its disclosure seriously jeopardises the company. This exception shall not apply if the company is legally obligated topublicise this information.

The company has not entered into agreements that have come into force, are modified or will terminate in the event of an initialpublic offering

i) The agreements between the company and its administrative and administrative officers or employees that establish

indemnities when the latter resign or are unlawfully dismissed or if the labour relationship terminates as the result of a public

offering.

Except for the Chief Executive Officer and two General Directors, the Company does not have any agreements other than thoseestablished in the Labour Act or in the Top Management Decree 1382/1985 that establish indemnities when said employees resign orare unlawfully dismissed or if the labour relationship has terminated as a result of a public offering.

In the case of the Chief Executive Officer and the aforementioned General Directors, in order to encourage loyalty to, and permanencein, the Company, indemnities have been recognised in their favour for amounts greater than those that would be the result of theapplication of the aforementioned legislation in the cases of, amongst others, unlawful dismissal, change of control or retirement.

Additionally, the Company has generally established the inclusion in the contracts with its executives of indemnity clauses thatcomprise between one and two annual pays depending on the degree of responsibility.

Barcelona, 26 February 2008.

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Edits: Corporate Directorate of Studies & Corporate Communication of abertisDesign: Gosban

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