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SOCIETÀ INIZIATIVE AUTOSTRADALI E SERVIZI S.P.A.

INFORMATION DOCUMENT

prepared in accordance with article 5 of the Regulation approved by Consob in Resolution no. 17221 of 12 March 2010, as amended, relative to the transaction to purchase equity investments in the companies Tangenziale Esterna S.p.A., Tangenziali Esterne di Milano S.p.A. and Autostrada Asti Cuneo S.p.A.

Turin, 27 October 2017

Information document made available to the public at the registered office of SIAS – Società Iniziative Autostradali e Servizi S.p.A. (Turin, Via Bonzanigo, 22), on the website of SIAS – Società Iniziative Autostradali e Servizi S.p.A. (www.grupposias.it), on the authorised storage system “NIS-Storage” (www.emarketstorage.com), and at Borsa Italiana S.p.A. (Milan, Piazza degli Affari n. 6).

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CONTENTS

INTRODUCTION .................................................................................................................................................... 3

DEFINITIONS ........................................................................................................................................................ 5

1. Notices ......................................................................................................................................................... 8

1.1 Risks connected with potential conflicts of interest arising from the Transaction ....................................... 8

2. Information about the Transaction .............................................................................................................. 8

2.1 Description of the characteristics, procedures, terms and conditions of the Transaction ............................. 8

2.2 Related parties involved in the Transaction, nature of the relationship, nature and extent of the interests of

related parties in the Transaction ........................................................................................................................... 11

2.3 Economic reasons and financial benefits of the Transaction for the Company ......................................... 12

2.4 Procedure to determine the amount of the Transaction and valuations of its fairness in relation to market

values of similar transactions ................................................................................................................................. 12

2.5 Explanation of the economic and financial effects of the Transaction ....................................................... 15

2.6 Effect of the Transaction on the fees of directors of the Company and/or its subsidiaries ........................ 16

2.7 Board Directors, company auditors, general directors and executives involved in the Transaction .......... 16

2.8 Procedure for approving the Transaction ................................................................................................... 16

2.9 Aggregate transactions in accordance with article 5, paragraph 2 of the Consob Regulation ................... 18

3. Statement of the financial reporting manager .......................................................................................... 18

*****

Attachment A ..................................................................................................................................................... 19

Attachment B ..................................................................................................................................................... 40

ATTACHMENTS

- Opinion of the Audit and Risk Committee of SIAS S.p.A., including the opinion given to the Committee by Professor Alessandro Nova in his capacity as independent expert.

- Fairness opinion given to the Board of Directors of SIAS S.p.A. by Nomura International plc.

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INTRODUCTION

This information document (“Information Document”) was prepared by Società Iniziative Autostradali e Servizi

S.p.A. (“SIAS” or the “Company”) in accordance with (i) article 5 of the Regulation adopted by Consob with

resolution no. 17221 of 12 March 2010, as amended, on Related Party Transactions (“Consob Regulation on Related

Party Transactions”) and (ii) article 6 of the procedure for Related Party Transactions approved by the Board of

Directors of SIAS on 23 January 2017, as amended (“Procedure on Related Party Transactions”).

In particular, this Information Document was prepared with reference to the transaction concerning:

(i) the transfer, by Itinera S.p.A. (“Itinera”) in favour of SIAS, of 47,553,345 ordinary shares of Tangenziale

Esterna S.p.A. (“TE”), equal to approximately 10.23% of the share capital of TE (the “TE Equity

Investment”);

(ii) subject to completion of the transaction as of the previous point (i):

(a) the transfer, by Itinera in favour of SIAS, of an additional 100 TE shares, that Itinera will continue to

hold until testing of the “Tangenziale Est Esterna di Milano" (“Outstanding TE Shares of Itinera”);

(b) the transfer, by Itinera in favour of SIAS, of 4,586,494 ordinary shares of Tangenziali Esterne di

Milano S.p.A. (“TEM”), equal to approximately 1.56% of the share capital of TEM (the “TEM Equity

Investment”);

(c) the transfer, by Itinera in favour of SIAS, of the ownership of TE shares that will be purchased by

Itinera by virtue of separate agreements concerning, inter alia, the purchase:

- of 100 TE shares held by Salini Impregilo S.p.A. “Salini TE Shares”);

- of 2,200,000 TE Shares owned by Consorzio Tangenziali Engineering (“CTE”), equal to

approximately 0.47% of the share capital of TE (“CTE TE Shares”);

- of 4,649,450 TE shares, equal to 1% of the share capital of TE (“Cooperatives TE Shares”

and, together with the Salini TE Shares and CTE TE Shares, “Additional TE Shares”) owned

by C.M.B. Soc. Cooperativa (“CMB”), C.M.C. Soc. Cooperativa (“CMC”), Coopsette Soc.

Cooperativa (“Coopsette”), Unieco Soc. Cooperativa (“Unieco” and together with CMB,

CMC, Coopsette, the "Cooperatives”),

the transactions as of points (i) and (ii) above jointly the “TEM/TE Transaction”.

(iii) the - irrevocable and unconditional - granting - by Itinera in favour of SIAS, or a subsidiary of SIAS, of a call

option (“Call Option”) that may be exercised before 31 December 2020 and concerning the entire investment

held by Itinera in Autostrada Asti Cuneo S.p.A. (“Asti Cuneo”) apart from 100 (one hundred) shares that will

remain the property of Itinera (i.e. 9,999,900 Asti Cuneo shares, hereinafter “Asti Cuneo Shares”).

The TEM/TE Transaction and granting, by Itinera, in favour of SIAS, of the Call Option referred to overall as the

“Transaction”.

The Transaction may be classified as a "material related party transaction" ” (information on applicable "materiality

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indexes" is given in section 2.5 below).

The Transaction was approved by the Board of Directors of the Company on 23 October 2017 subject to the favourable

opinion of the Audit and Risk Committee of SIAS, acting as Related Party Transactions Committee (“Related Party

Transactions Committee”), issued on the same date, in accordance with article 6.2 of the SIAS Procedure on Related

Party Transactions (for further details on the procedure to approve the Transaction, see section 2.8 below).

This Information Document, published in accordance with law, has been made available to the public at the registered

office of SIAS (Turin, Via Bonzanigo, 22), on the website of SIAS (www.grupposias.it), on the authorised storage

system “NIS-Storage” (www.emarketstorage.com), and at Borsa Italiana S.p.A. (Milan, Piazza degli Affari n. 6).

This Information Document includes the following attachments: (i) the favourable opinion issued by the Related Party

Transactions Committee, including the opinion given to the Related Party Transactions Committee by the independent

expert, Professor Alessandro Nova, appointed by said committee, on the fairness of the purchase prices for the equity

investments to be sold (under letter “A”), as well as the (ii) fairness opinion of the financial advisor Nomura

International plc, issued by said to the Board of Directors of SIAS on the financial fairness, also in relation to market

values, of the purchase prices for the equity investments to be sold and, more in general, of the overall amount of the

Transaction (under letter “B”).

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DEFINITIONS

The main terms used in this Information Document are listed below:

Framework Agreement The framework agreement signed between SIAS and Itinera on 23 October 2017, to regulate the terms and conditions of the Transaction.

Asti Cuneo Autostrada Asti Cuneo S.p.A., with registered office in Rome, Via Venti Settembre, 98 E, registered with the Rome Companies' Register and tax code no. 08904401000, with 200,000,000.00 euro of share capital authorised and issued and 50,000,000.00 euro paid up.

ASTM Astm S.p.A., with registered office in Turin, Corso Regina Margherita, 165, share capital of 49,499,300.00 euro, registered with the Turin Companies' Register and tax code no. 00488270018, managed and coordinated by Argo Finanziaria S.p.A. Unipersonale.

Asti Cuneo Shares 9,999,900 Asti Cuneo shares held by Itinera relative to the Call Option.

CTE TE Shares 2,200,000 ordinary TE shares owned by CTE.

Cooperatives TE Shares 4,649,450 TE shares owned by Cooperatives

Outstanding TE shares of Itinera

100 TE shares, that Itinera will continue to hold until testing of the “Tangenziale Est Esterna di Milano".

Salini TE Shares 100 ordinary TE shares held by Salini Impregilo S.p.A.

CAL Concessioni Autostradali Lombarde S.p.A., with registered office in Milan, Via Pola n. 12/14.

CMB C.M.B. Soc. Cooperativa, with registered office in Carpi (Modena), via C. Marx, 101.

CMC C.M.C. Soc. Cooperativa, with registered office in Ravenna, Via Trieste, 76.

Related Party Transactions Committee

The Audit and Risk Committee, comprising only non-executive independent Directors, also acting as the Related Party Transactions Committee, established in accordance with the Regulation on Related Party Transactions (as defined below) and the Procedure on Related Party Transactions.

Suspensive conditions of the TE Equity Investment

The suspensive conditions which the sale of the TE Equity Investment is subject to.

Agreement The single concession agreement signed between CAL and TE (formerly Società TEM di Progetto S.p.A.) on 29 July 2010, subsequently approved by decree no. 743 of the Ministry for Infrastructure and Transport, issued in agreement with the Ministry for the Economy and Finance on 8 October 2010 and registered with the Court of Auditors on 22 November 2010, and amended by Addendum 1 on 8 March 2012 and, subsequently, by Addendum 2 on 11 November 2013.

Cooperatives Coopsette Soc. Cooperativa, Unieco Soc. Cooperativa, C.M.B. Soc. Cooperativa, C.M.C. Soc. Cooperativa (considered overall).

Coopsette Coopsette Soc. Cooperativa, with registered office in Castelnovo Sotto (Reggio Emilia), Via S. Biagio, 75.

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Overall Amount The overall amount of the Transaction, quantified by the parties as being approximately 61.2 million euro.

CTE Consorzio Tangenziali Engineering, with registered office in Milan, via Vida Gerolamo, 11.

Information Document This information document.

Independent Expert Professor Alessandro Nova, Associate Professor with the Department of Finance, Bocconi University, Milan, appointed by the Related Party Transactions Committee to give an opinion on the Transaction.

Fairness Opinion The fairness opinion issued by Nomura and attached to this Information Document.

SIAS Group The group controlled by SIAS.

Itinera Itinera S.p.A., with registered office in Tortona, Via M. Balustra n° 15, share capital equal to 86,836,594.00 euro, registered with the Alessandria Companies' Register and tax code no. 01668980061, managed and coordinated by ASTM.

Nomura i.e. the Financial Advisor

Nomura International plc.

Transaction The TEM/TE transaction and granting, by Itinera, in favour of SIAS, of the Call Option referred to overall.

TEM/TE Transaction The sale of the TE Equity Investment, of Outstanding TE shares of Itinera, of the TEM Equity Investment and of Additional TE shares.

Call Option The option granted by Itinera in favour of SIAS concerning the Cuneo Asti Shares.

TE Equity Investment 47,553,345 ordinary TE shares held by Itinera.

TEM Equity Investment 4,586,494 ordinary TEM shares held by Itinera.

Project to rationalise the ASTM-SIAS Group

The project to rationalise and streamline the organisational structure of the ASTM – SIAS group

Consob Regulation on Related Party Transactions

The Regulation with provisions on related party transactions, adopted by Consob with resolution no. 17221 of 12 March 2010, as amended.

SIAS i.e. the Company SIAS - Società Iniziative Autostradali e Servizi S.p.A., with registered office in Turin, Via Bonzanigo n° 22, share capital of 113,771,078.00 euro, registered with the Turin Companies' Register and tax code no. 08381620015, managed and coordinated by Argo Finanziaria S.p.A. Unipersonale.

TE Tangenziale Esterna S.p.A., a company with registered office in Milan, Viale Fabio Filzi, n° 25, registered with the Milan Companies' Register and tax code no. 06445740969, share capital equal to 464,945,000.00 euro.

TEM Tangenziali Esterne di Milano S.p.A., a company with registered office in Milan, Viale Fabio Filzi, n° 25, registered with the Milan Companies' Register and tax code no. 03459640961, share capital equal to 220,344,608.25 euro.

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Additional TE Shares Cooperatives TE Shares, Salini TE Shares, CTE TE Shares, considered overall.

Unieco Unieco Soc. Cooperativa, with registered office in Reggio Emilia, Via Meuccio Ruini, 10.

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1. Notices

1.1 Risks connected with potential conflicts of interest arising from the Transaction

The Transaction qualifies as a Related Party transaction in accordance with Consob Regulation on Related Party

Transactions and the SIAS Procedure on Related Party Transactions, as (i) SIAS, through its subsidiaries, holds

approximately 33.88% in Itinera, and (ii) ASTM S.p.A. (“ASTM”), the parent of SIAS, holds 66.12% in Itinera (see

section 2.2 of this Information Document). In addition, the Transaction also qualifies as a "material transaction",

because its overall economic value - as explained further on - exceeds the materiality thresholds quantified as of 30

June 2017, which is the date of the more recent financial reporting document published by SIAS (see section 2.5 of

this Information Document).

In the resolution passed by the Board of Directors of SIAS approving the Transaction, the following board directors

declared they had an interest in the Transaction, pursuant to and for the purposes of article 2391 of the Italian Civil Code

(for the reasons explained below):

- Paolo Pierantoni, CEO of SIAS, as he also holds the position of Board Director of TEM and TE;

- Giovanni Angioni, Board Director of SIAS, as he holds the position of Deputy Chairman of the Board of

Directors of Asti Cuneo and Board Director of TEM and TE.

Save for the above, considering the characteristics of the Transaction, in the opinion of SIAS, there are no specific

risks connected with potential conflicts of interest other than those typically concerning related party transactions,

nor risks other than those typically concerning transactions of the same nature.

As regards the above, in the Transaction SIAS adopted the oversight and measures required as of the Consob

Regulation on Related Party Transactions intended to reduce the potential risk of a conflict of interest. More

specifically: (i) the Related Party Transactions Committee, comprising independent Directors, was promptly

informed of the Transaction and was fully involved, on an ongoing basis, in the preliminary stage and in negotiations

relative to the Transaction, receiving complete, timely information flows, (ii) Professor Alessandro Nova was

appointed by the Related Party Transactions Committee as the independent expert to assist the Committee in issuing

its justified opinion on the Transaction, and (iii) on 23 October 2017, the Related Party Transactions Committee

unanimously issued a favourable opinion on the interest of the Company in carrying out the Transaction, and on the

financial benefits and substantial fairness of the relative conditions and the fairness of the preliminary and decision-

making procedure adopted by the Company.

2. Information about the Transaction

2.1 Description of the characteristics, procedures, terms and conditions of the Transaction

As indicated in the introduction, the Transaction described in this Information Document concerns:

(i) the transfer, by Itinera, in favour of SIAS, of the TE Equity Investment;


(a) the transfer, by Itinera, in favour of SIAS, of the outstanding TE shares of Itinera;

(b) the transfer, by Itinera, in favour of SIAS, of the ownership of the TEM Equity Investment;

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(c) the transfer, by Itinera, in favour of SIAS, of the ownership of TE shares, that will be purchased by Itinera

by virtue of separate agreements concerning, inter alia, the purchase of Salini TE Shares, CTE TE Shares

and Cooperatives TE Shares;

(iii) the granting, by Itinera, in favour of SIAS, of the Call Option.

The terms and conditions of the Transaction are regulated by a specific framework agreement signed on 24 October 2017

between SIAS, in its capacity as purchaser, and Itinera, in its capacity as seller (the “Framework Agreement”), which

confirms to market standards and practices for comparable transactions.

Without prejudice to the unitary nature of the Transaction as regards its valuation, the Parties intend undertaking the sale

of the Outstanding TE shares of Itinera, the Additional TE shares and the TEM Equity Investment and/or exercising the

Call Option only where the sale of the TE Equity Investment is completed, save for the sale of the TE Equity Investment

producing its effects - if the relative suspensive conditions (described below) occur - regardless of the completion of

additional sales which are part of the Transaction.

Main provisions of the Framework Agreement

The main provisions of the Framework Agreement are summarised below.

Financial terms of the Transaction

As regards the financial terms of the Transaction, the overall amount of the Transaction (“Overall Amount”) was

quantified by the parties as being approximately 61.2 million euro, based on a share valuation of 1.056 euro for TE shares

and 0.82 euro for TEM shares. This Overall Amount, considered satisfactory on a global basis and inclusive of the

interests, objectives and expectations of each party, is the result of the following amounts for each sale transaction, and

specifically:

- the overall amount for the sale of the TE Equity Investment was quantified as 50,216,332.32 euro (fifty million, two

hundred and sixteen thousand, three hundred and thirty-two, point three two);

- the overall amount for the sale of Outstanding TE Shares of Itinera was quantified as 105.60 euro (one hundred and

five point six zero);

- the overall amount for the sale of Salini TE Shares was quantified as 105.60 euro (one hundred and five point six

zero);

- the overall amount for the sale of CTE TE Shares was quantified as 2,323,200.00 euro (two million, three hundred

and twenty-three thousand, two hundred);

- the overall amount for the sale of Cooperatives TE Shares was quantified as 4,909,819.20 euro (four million, nine

hundred and nine thousand, eight hundred and nineteen, point two zero);

- the overall amount for the sale of the TEM Equity Investment was quantified as 3,760,925.08 euro (three million,

seven hundred and sixty thousand, nine hundred and twenty-five, point zero eight);

- as no specific amount was established for the granting of the Call Option, because the parties agreed that the Option

comprised a wider range of rights and benefits for Itinera arising from the Transaction, the Call Option may be

exercised at the price of 9,999,900.00 euro (nine million, nine hundred and ninety-nine thousand, nine hundred),

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minus the portion of the issue value of the Asti Cuneo shares not yet paid at the date the Call Option is exercised (1) .

The above amounts will be paid by SIAS to Itinera through the transfer of funds that are immediately available and with

the value date being the date of exercise, to the current bank account to be indicated by SIAS before the date of exercise,

net of any bank and/or transfer charges and said amounts are agreed as fixed and/or may not be changed, nor may they be

revised and/or amended in any way.

To determine the Overall Amount, the Board of Directors of SIAS was assisted by a financial advisor - Nomura

International plc (“Nomura” or “Financial Advisor”). For details of the valuation methodologies used by the Financial

Advisor, see section 2.4 below.

TE Governance

The Framework Agreement requires all TE directors that are to be assigned to Itinera based on provisions in the by-laws

of TE and/or in shareholder agreements, where applicable, to be appointed in compliance with the indications of SIAS.

Suspensive conditions

The sale transactions regulated in accordance with the Framework Agreement are subject, pursuant to and for the purposes

of article 1353 and subsequent of the Italian Civil Code, to some suspensive conditions being met. More specifically:

(i) the completion of the sale of the TE Equity Investment is subject to all the following suspensive conditions (“TE

Equity Investment Suspensive Conditions”) being met by 30 June 2018:

(a) all TE partners other than Itinera partners waiving in writing in advance, or failing to exercise, their right

of pre-emption as of Article 7 of the by-laws of TE; and

(b) where necessary, in accordance with the single concession agreement in effect between Concessioni

Autostradali Lombarde S.p.A. (“CAL”) and TE (formerly Società TEM di Progetto S.p.A.) signed on 29

July 2010, subsequently approved by decree no. 743 of the Ministry for Infrastructure and Transport,

issued in agreement with the Ministry for the Economy and Finance on 8 October 2010 and registered with

the Court of Auditors on 22 November 2010, and amended by Addendum 1 on 8 March 2012 and,

subsequently by Addendum 2 on 11 November 2013 (the "Agreement"), authorisation for the sale of the

TE Equity Investment;

(ii) completion of the sale of Outstanding TE Shares of Itinera is subject to all the following suspensive conditions

being met by 31 December 2018:

(a) all TE Equity Investment Suspension Conditions being met;

(b) all TE partners other than Itinera partners waiving in writing in advance, or failing to exercise, their right

of pre-emption as of Article 7 of the by-laws of TE; and

(c) where necessary, in accordance with the Agreement in effect, CAL, in its capacity as Granting Body, will

obtain authorisation to sell the Outstanding TE Shares of Itinera.

(iii) completion of the sale of Additional TE Shares is subject to all the following suspensive conditions being met by

31 December 2018:

(1)At present, the share capital of Asti Cuneo comprises 200 million euro authorised and issued and 50 million euro paid up.

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(b) the prior purchase, by Itinera, as applicable, of TE Salini Shares, CTE TE Shares and Cooperatives TE

Shares;

(c) all TE partners other than Itinera partners waiving in writing in advance, or failing to exercise, their right

of pre-emption as of Article 7 of the by-laws of TE;

(d) where necessary, in accordance with the Agreement in effect, CAL, in its capacity as Granting Body, will

obtain authorisation to sell the Additional TE Shares.

Declarations and Guarantees - Payment obligations

The Framework Agreement requires Itinera to provide declarations and guarantees in favour of SIAS - and to undertake

connected payment obligations - in line with market practices for comparable transactions. In particular, the Framework

Agreement requires Itinera to provide SIAS with a standard set of general declarations and guarantees, i.e. “legal

warranties”, concerning, inter alia, the powers and good standing of the seller, the ownership and consequent availability

of the equity investments being sold and absence of encumbrances, with the exception - as regards TE shares - of the lien

established on 8 May 2014, in favour of Cassa Depositi e Prestiti S.p.A., Intesa Sanpaolo S.p.A., Unicredit S.p.A.,

Mediobanca – Banca di Credito Finanziario S.p.A., Unione di Banche Italiane S.p.A., Banca Popolare di Milano S.c. a r.l.,

Credito Bergamasco S.p.A., Banca Popolare dell’Emilia Romagna Società Cooperativa, Banco Santander S.A., Banca IMI

S.p.A., to guarantee the repayment and payment obligations arising from the project loan agreement, comprising five

credit lines, of a total amount of 1,200,000,000.00 euro.

The same declarations and guarantees as regards powers and relative good standing are provided by SIAS, in its capacity

as purchaser, in favour of Itinera.

As regards payment obligations, the Framework Agreement establishes commitments for each of the parties as regards the

declarations and guarantees provided.

Arbitration clause

Under the Framework Agreement, any dispute that arises between the parties in accordance with or in relation to the

Framework Agreement will be settled by arbitration by judicial procedure according to the Regulations of the National and

International Chamber of Arbitration of Milan. The arbitration board will comprise 3 (three) arbitrators appointed as

follows: each party will be entitled to appoint one arbitrator, while the third arbitrator, that will act as chairman, will be

selected by the two arbitrators already appointed.

Presumed times for performing the Transaction

At the date of this Information Document, the transfer of shares as of the Framework Agreement signed on 24 October

2017 - subject to the respective suspensive conditions being met - for the TE Equity Investment and TEM Equity

Investment is expected to take place before the end of the current financial year and during 2018 for other transactions.

2.2 Related parties involved in the Transaction, nature of the relationship, nature and extent of the

interests of related parties in the Transaction

As indicated in the introduction, the Transaction as of this Information Document qualifies as a related party

transaction in accordance with the Consob Regulation on Related Party Transactions and the SIAS Procedure on

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Related Party Transactions, as Itinera is an investee of:

(i) SIAS, through the subsidiaries Autostrada dei Fiori S.p.A., Autocamionale della Cisa S.p.A., SALT S.p.A.

and SATAP S.p.A., with approximately 33.88%; and

(ii) ASTM, the parent of SIAS, with 66.12%.

In addition, the Transaction also qualifies as a "material transaction", because its overall economic value - as

explained further on - exceeds the materiality thresholds quantified at 30 June 2017, which is the date of the most

recent financial reporting document published. Therefore, to guarantee the substantial and procedural fairness of the

Transaction and in compliance with the SIAS Procedure on Related Party Transactions, the Related Party

Transactions Committee was promptly deployed and involved, in order to issue its favourable opinion.

2.3 Economic reasons and financial benefits of the Transaction for the Company

The Transaction has a considerable strategic and industrial value and is consistent with the process - adopted by

SIAS and ASTM in compliance with the strategic plan approved last July - to gradually and extensively rationalise

and streamline the organisational structure of the ASTM – SIAS group (“ASTM-SIAS Group”), which will

rationalise and subsequently diversify the two main business areas, i.e. concessions, overseen by SIAS and the

construction of major infrastructure, overseen by ASTM/Itinera, in order to optimise the business and strategic

management of various companies belonging to the ASTM-SIAS Group and eliminate duplicate costs and structures,

while also empowering sector expertise within the group (“ASTM-SIAS Rationalisation Project”).

With particular reference to the TEM/TE Transaction, the TE Transaction is part of industrial and

economic/financial valuations underlying the decision taken by competent decision-making bodies of SIAS

concerning the concentration of its investments in TE and the concurrent sale to Intesa San Paolo S.p.A. of equity

investments held in Autostrade Lombarde S.p.A./Società di Progetto Autostrada Diretta Brescia Milano S.p.A.2 and

is of interest for the Company as regards the duration of the Agreement (expiry established for 2065) and the

positive outcomes expected in relation to the updating of the relative economic/financial plan at the end of the

current regulatory period that will expire on 31 December 2018.

The Call Option concerning the Asti Cuneo equity investment held by Itinera could produce a strategic and

economic/financial value from its purchase - which is expected in view of its potestative nature - in the wider-

ranging context of the solution identified, in agreement with the Italian Government, to complete the motorway

section through cross financing from the holder of the concession SATAP S.p.A. and which is currently being

reviewed by the European Commission.

In fact the call option will enable SIAS to have a suitable period of time between the granting of the Asti Cuneo

option and its exercise, so that any necessary and/or appropriate valuation may be made after decisions have been

taken by the European Commission concerning the completion of the motorway section through cross financing.

2.4 Procedure to determine the amount of the Transaction and valuations of its fairness in relation to

market values of similar transactions 2 For further information, see the press release issued on 28 July 2017 and available on SIAS's website (www.grupposias.it).

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As indicated, to determine relative amounts for the sale transactions regulated by the Framework Agreement, the

Board of Directors of SIAS was assisted by Nomura, that issued a fairness opinion, attachment "B" to this

Information Document (“Fairness Opinion”) concerning the fairness of the Overall Amount of the Transaction,

while the Related Party Transactions Committee was assisted by an Independent Expert, appointed to give an

opinion on the Transaction, and in particular, on the fairness of the purchase prices for the equity investments being

sold.

Valuation methodologies used by Nomura

To assess the fairness of the aforementioned Overall Amount, Nomura estimated the value of the economic capital

of TE and TEM using valuation methodologies in line with national and international practices, adopting the

methods considered most appropriate, taking into account the aims of the analyses, the specific characteristics of the

companies being assessed and type of transaction.

The valuation of TE was based on the economic/financial plan and on operating assumptions provided by the

management of SIAS. The values considered were assumed with a view to the business being a going concern and in

the light of predictions that may be reasonably assumed, without considering the occurrence of any extraordinary

events. In particular, the valuations are based on information and market and regulatory conditions known at present.

The reference date of the valuation is 30 June 2017, while ongoing regulations were assumed for the plan time frame

(2017-2065).

Nomura International valued TE's economic capital using the following methodologies:

- Discounted Cash Flow (“DCF”), where company value is represented by the discounted value of forward-

looking unlevered cash flows produced by the company's operations net of the net financial position at the

valuation reference date. The discount rate of cash flows from operations is represented by the weighted average

cost of capital (WACC), calculated based on the extent of debt of the company and current market parameters

relative to the sector and risk profile;

- Free Cash Flow to Equity (“FCFE”), where company value is represented by the discounted value of cash flows

to shareholders, i.e. cash flows from operations net of cash flows used to serve debt (capital and interest), which

the company is presumed to be capable of generating on a forward-looking basis. Cash flows for shareholders

are discounted at the cost of equity (Ke), calculated based on the extent of debt of the company and current

market parameters relative to the sector and risk profile;

- Dividend Discount Model (“DDM”), where company value is represented by the discounted value of flows of

dividends, net of capital contributions requested from shareholders, which the company is presumed to be

capable of generating on a forward-looking basis. Dividends are discounted at the cost of equity (Ke), calculated

based on the extent of debt of the company and current market parameters relative to the sector and risk profile.

The valuation methods described above resulted in a shareholders' equity of TE in the range of 480 to 540 million

euro, which corresponds to a range of 1.03 euro to 1.16 euro per TE share.

The economic capital of TEM was valued using the Net Asset Value (“NAV”) methodology, where the value of the

company corresponds to the sum of the fair value of assets net of financial liabilities. This method is used as a

national and international practice in valuing holding companies such as TEM, where the only significant asset is the

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holding in TE (47.7% of the share capital).

The Net Asset Value methodology used the results of valuation methods adopted for TE to obtain the fair value of

the TE portion based on the DCF, FCFE and DDM methodologies. The net financial position of TEM at 30 June

2017 was added to the fair value of the TE quota, and a holding discount was deducted, calculated as the perpetuity

of TEM operating costs, as estimated by the management of SIAS, at a rate equal to the WACC used in the DCF

valuation of TE and assuming a constant growth in costs equal to long-term inflation assumed in TE flows.

The Net Asset Value method described above, adopted based on the three different methods used to value TE,

resulted in a shareholders' equity of TEM in the range of 234 to 262 million euro, which corresponds to a range of

0.80 euro to 0.89 euro per TEM share.

As regards the valuation of the Call Option, the possibility for SIAS to exercise the option, if financially beneficial,

represents a potential capital gain for SIAS, which is hard to quantify at present, because of the considerable

uncertainty in the economic outlook of the company Asti Cuneo. Therefore, as a cautionary measure, Nomura did

not assign any value to the Call Option.

The valuation of the amount of the Transaction is given by the sum of the value of TE shares and TEM shares to be

sold and by the value of the Call Option, based on the results of the valuation methods described above; this sum

resulted in an overall amount of the Transaction ranging from 60 to 67 million euro.

Therefore, as the Overall Amount agreed on between SIAS and Itinera (61.2 million euro) is in the bottom part of

the valuation range, Nomura considered the Overall Amount as fair, in financial terms.

Valuation methodologies used by the Independent Expert

The estimate methodologies used by the Independent Expert for his valuations are briefly described below, and are

explained in more detail in the opinion of the Expert Independent, included in the opinion of the Audit and Risk

Committee of SIAS, in attachment "A" to this Information Document.

In particular, the Independent Expert assessed the fairness of the Transaction amount, referring to the so-called

current theoretical value of TEM and TE.

This theoretical value represents the value of individual companies from a stand alone viewpoint, i.e. an objective

value of companies in its operations, which is independent of specific aspects that could arise relative to a potential

purchaser (e.g. synergies, new investments, etc.).

In methodological terms, and to produce his opinion, the Independent Expert adopted valuation criteria commonly

used in professional practices and considered appropriate for determining the value in question.

In particular, with reference to the estimate of the current value attributable to TE, the Independent Expert adopted

the unlevered version of the financial method, which estimates the value of a company equal to the value of

operating cash flows net of directly attributable taxes (unlevered taxes), discounted by applying a rate equal to the

weighted average cost of capital (WACC).

As regards the estimate of the current value attributable to TEM instead, and considering the characteristics of the

company, i.e. the fact that it is a holding, the adjusted equity method was used. This method estimates the economic

value by re-stating current values of the equity investment in TE and considering holding costs that will be incurred

in future by the company, valued as negative cash flows, discounted to the same WACC already used for TE.

15

Based on these analyses, the Independent Expert considered the overall purchase price of the equity investments,

equal to 61.2 million euro, as being financially fair in relation to the theoretical current value of the TEM and TE

equity investments, of 3.727 million euro (corresponding to a price per share equal to 0.813 euro) – and of 50.269

million euro (corresponding to a price per share equal to 1.057 euro) respectively.3

2.5 Explanation of the economic and financial effects of the Transaction

In the financial statements of SIAS, the main economic and financial effects arising from the Transaction consist of an

increase in "Non-current financial assets - Investments in jointly controlled entities and associates", with a corresponding

reduction in "Cash and cash equivalents" for an amount equal to 61.2 million euro.

(Amounts in millions of euro) Before the Transaction4

Increase After the Transaction

- Investments in jointly controlled entities - TEM 17.8 3.8 21.6

- Investments in jointly controlled entities - TE 34.8 57.4 92.2

Total 52.6 61.2 113.8

with a corresponding reduction of the same amount in “cash and cash equivalents”, and an increase of the same amount in

the item “payables to banks”.

In the financial statements of the SIAS Group, the main economic and financial effects arising from the Transaction

consist of an increase in "Non-current financial assets - Investments accounted for by the equity method" with a

corresponding reduction in "Cash and cash equivalents" for an amount equal to 61.2 million euro.

(Amounts in millions of euro) Before the Transaction5

Increase After the Transaction

- Investments in jointly controlled entities - TEM 70.1 3.8 73.9

- Investments in jointly controlled entities - TE 30.9 57.4 88.3

Total 101.0 61.2 162.2

with a corresponding reduction in “cash and cash equivalents”, and an increase in the item “payables to banks”, for the

same amount.

The Transaction exceeds the threshold of 2.5% in relation to the materiality index of the value established in Attachment 3

3 For the sake of completeness, the prices proposed for TEM and TE shares were considered fair by the Independent Expert, also in view of the fact that (normal) percentage deviations characterising the proposed price in relation to the fair value, calculated with reference to the opinion, were below 1% and come under normal conditions. 4 Amounts at 31 December 2016

5 Amounts at 31 December 2016.In the Half-Yearly Financial Report at 30 June 2017 of the SIAS Group, these amounts, considering the adjustments relative to the first half of 2017 following the adoption of the "equity method" were equal to 68.4 million euro for TEM and 30.2 million euro for TE respectively.

16

to the Consob Regulation and article 6 of the Procedure. The materiality index of the value, as defined by the Consob

Regulation and Procedure, corresponds to the ratio between the value of the Transaction and the greater of the

consolidated shareholders' equity of SIAS at 30 June 2017 (from the last published consolidated balance sheet) and the

capitalisation of the Company at 30 June 2017 (the date of the most recent published financial reporting document).

The table below shows the materiality index of the value applied to the Transaction.

(amounts in millions of EUR)

Total value of the Transaction (A)

61.2

Capitalisation of the Company at 30 June 2017 (B) 2,195.0

Consolidated shareholders' equity of the Company at 30 June 2017 (C) 1,947.0

Materiality index of the value (A)/(B) 2.79%

As the transaction cannot be qualified as "material" in accordance with article 71 of the Issuers Regulation, the Company,

in accordance with article 70, paragraph 8 and article 71, paragraph 1- bis of the Issuers Regulation, has deferred the

obligation to make an information document available to the public in relation to material transactions concerning

mergers, demergers, capital increases with the transfer of assets in kind, purchase and sale.

2.6 Effect of the Transaction on the fees of directors of the Company and/or its subsidiaries

The Transaction has no effect on the fees of directors of the Company and/or its subsidiaries.

2.7 Board Directors, company auditors, general directors and executives involved in the Transaction

No members of the board of directors or board of statutory auditors, general directors or executives of companies involved

in the transfer of the equity investments are involved, as a related party, in the Transaction.

2.8 Procedure for approving the Transaction

In accordance with article 8 of the Consob Regulation on Related Party Transactions and article 6 of the SIAS Procedure

on Related Party Transactions, material transactions with related parties are approved by the Board of Directors subject to

the justified favourable opinion of the Related Party Transactions Committee, that gives an opinion on the interest of the

Company in performing the Transaction, and on the financial benefits and substantial fairness of the relative conditions.

Activities of the Related Party Transactions Committee

In view of the above, the Related Party Transactions Committee - comprising three independent Directors and namely the

board director Andrea Pellegrini, acting as Chairman, and the board directors Stefano Caselli and Sergio De Luca – was

fully involved, on an ongoing basis, in the preliminary stage and in negotiations relative to the Transaction, receiving

complete, timely information flows from competent company functions and from the appointed advisors, requesting

information and making observations to persons in charge of the negotiations and preliminary stage, as described below.

17

Preliminary information and appointment of the Independent Expert

After informally receiving preliminary information about the Transaction on 29 September 2017, the Related Party

Transactions Committee, agreeing on the adoption of the SIAS Procedure on Related Party Transactions, decided to

appoint an independent expert, to assist the Committee in valuation activities and, specifically, in assessing the fairness of

the purchase prices for the equity investments to be sold and the fairness of the Overall Amount of the Transaction, issuing

an opinion on the Transaction. Consequently, the Related Party Transactions Committee selected an expert, receiving four

applications and informally discussing these with committee members, appointing Professor Alessandro Nova on 11

October 2017.

Meetings of the Related Party Transactions Committee

To carry out its activities, the Related Party Transactions Committee met five times and specifically:

- on 6 October 2017, to make assessments concerning the appointment of the Independent Expert, and review the main

characteristics of the Transaction. In this regard (i) members of the Related Party Transactions Committee received

information about the Transaction overall and its operations, including, inter alia, information on the strategic

rationale, on the structure of the Framework Agreement and estimated times and (ii) the Related Party Transactions

Committee was informed of the Company's decision, within the context of the Transaction, to be assisted by a

financial advisor that would give a fairness opinion on the Overall Amount of the Transaction, in financial terms.

During the above meeting, the Related Party Transactions Committee approved a draft schedule of Committee

meetings, to be revised in the light of the progress of works and any specific needs;

- on 11 October 2017, to review the progress of ongoing negotiations between the parties and to formally appoint

Professor Alessandro Nova, Associate Professor with the Department of Finance, Bocconi University, Milan, as

Independent Expert. The independence of the above Expert was formally certified in a specific statement made by the

Expert in which he declared, inter alia, that he had no economic or financial relations (a) with SIAS, (b) with entities

controlling SIAS, subsidiaries of SIAS or jointly controlled with SIAS and (c) with directors of SIAS and the

aforesaid entities, that could affect his independence and independent judgement. Moreover, to consolidate this

independence, Professor Nova undertook, with reference to the period from the date of his appointment up to the

sixtieth day following the issue of his opinion, to not take on other engagements from SIAS, or from entities

controlling SIAS, or from subsidiaries of SIAS or entities jointly controlled with SIAS;

- on 18 October 2017, to further review the progress of negotiations, to review the draft of the Framework Agreement

and to examine the methodologies adopted by the Independent Expert in his valuations, and the preliminary outcomes

of this valuation activity. In particular, the Independent Expert informed the Related Party Transactions Committee

that he had received all documents and information from SIAS necessary for his controls and valuations, providing

information on his work schedule and on the estimate methodologies used for his valuations. During the meeting,

members of the Related Party Transactions Committee (i) asked the Independent Expert to clarify assumptions and

hypotheses used and applicable valuation methodologies;

- on 20 October 2017, to review the final version of the Framework Agreement and Fairness Opinion and final

outcomes of the valuation activities of the Independent Expert, discussing the content of his opinion on the

Transaction in detail with him;

18

- on 23 October 2017, to make final decisions about the issue of its justified opinion, subject to review of the

Independent Expert's opinion. In particular, the Related Party Transactions Committee was informed about the

outcomes of negotiations and therefore received (i) the opinion of the Independent Expert on the fairness of the

purchase prices for the equity investments to be sold, (ii) the Fairness Opinion and (iii) the final wording of the

Framework Agreement.

Considerations and valuations of the Related Party Transactions Committee

Based on documents reviewed by the Related Party Transactions Committee regarding the entire Transaction and

information and clarifications given to the Committee during meetings and sessions with the appointed advisors and with

competent company functions (see above), the Related Party Transactions Committee considered the Transaction as

functional to the business interests of SIAS and that the performance of the Transaction overall was consistent with the

strategic reasons described above and with the aims of the ASTM-SIAS Group Rationalisation Project, according to the

terms explained previously.

On 23 October 2017, having acknowledged the above, the Related Party Transactions Committee gave its unanimous,

justified favourable opinion on the interest of the Company in performing the Transaction and on the financial benefits and

substantial fairness of the relative economic, financial and legal conditions and on the fairness of the preliminary and

decision-making procedure adopted by the Company.

Approval of the Transaction by the Board of Directors of SIAS

On 23 October 2017, based on preliminary documents received and the favourable opinion of the Related Party

Transactions Committee, as well as the Fairness Opinion and opinion of the Independent Expert, the Board of Directors of

SIAS–, after notifying the reasons for and rationale behind the Transaction and after noting the interest of SIAS in

performing the Transaction and the financial benefits of the relative conditions - unanimously approved the Transaction

and, consequently, the signing of the Framework Agreement.

2.9 Aggregate transactions in accordance with article 5, paragraph 2 of the Consob Regulation

Purchases of equity investments comprising the Transaction exceed, when considered overall, the index of 2.5% as of

article 6 of the SIAS Procedure on Related Party Transactions and article 1.2 of Attachment 3 of the Consob Regulation on

Related Party Transactions.

3. Statement of the financial reporting manager

The undersigned, Sergio Prati, financial reporting manager of SIAS, hereby certifies, in accordance with article 154-bis,

paragraph 2 of Legislative Decree no. 58 of 24 February 1998, that the financial information relative to SIAS in this

Information Document corresponds to accounting records.

*****

Turin, 27 October 2017

19

Attachment A

Opinion of the Audit and Risk Committee of SIAS S.p.A., including the opinion given to the Committee by

Professor Alessandro Nova in his capacity as independent expert

1

Opinion of the Audit and Risk Committee

acting as the Related Party Transactions Committee

of SIAS S.p.A.

Introduction

The Audit and Risk Committee of SIAS S.p.A. (“SIAS” or the “Company”),

acting as the Committee for Related Party Transactions (the “RPT

Committee”), was requested to give its opinion in relation to a transaction

concerning:

(i) the transfer, by Itinera S.p.A. (“Itinera”), in favour of SIAS of 47,553,345

ordinary shares of Tangenziale Esterna S.p.A. (“TE” and the “TE Equity

Investment” respectively);


(a) the transfer of an additional 100 TE shares, that Itinera will

continue to hold until testing of the “Tangenziale Est Esterna di

Milano" (“Outstanding TE Shares of Itinera”);

(b) the transfer, by Itinera in favour of SIAS, of 4,586,494 ordinary

shares of Tangenziali Esterne di Milano S.p.A. (“TEM” and "TEM

Equity Investment” respectively);

(c) the transfer, by Itinera in favour of SIAS, of the ownership of TE

shares that will be purchased by Itinera by virtue of separate

agreements concerning, inter alia, the purchase:

− of 100 ordinary TE shares held by Salini Impregilo S.p.A.

“Salini TE Shares”);

− of 2,200,000 ordinary TE shares owned by Consorzio

Tangenziali Engineering (“CTE” and “CTE TE Shares”

respectively);

− of 4,649,450 TE shares - (“Cooperatives TE Shares” and,

together with the Salini TE Shares and CTE TE Shares,

“Additional TE Shares”) owned by C.M.B. Soc. Cooperativa

(“CMB”), C.M.C. Soc. Cooperativa (“CMC”), Coopsette

Soc. Cooperativa (“Coopsette”), Unieco Soc. Cooperativa

2

(“Unieco”) and together with CMB, CMC, Coopsette, the

"Cooperatives”),

the transactions as of points (i) and (ii) above jointly the “TEM/TE Transaction”;

(iii) the - irrevocable and unconditional - granting - by Itinera in favour of

SIAS, or a subsidiary of SIAS, of a call option (“Call Option”) that may

be exercised before 31 December 2020 and concerning the entire

investment held by Itinera in Autostrada Asti Cuneo S.p.A. (“Asti

Cuneo”) apart from 100 (one hundred) shares that will remain the

property of Itinera (i.e. 9,999,900 Asti Cuneo shares (“Asti Cuneo

Shares”),

the TEM/TE transaction and granting, by Itinera, in favour of SIAS, of the Call

Option referred to jointly as the “Transaction”.

Correlation profiles of the Transaction

This opinion is provided by the RPT Committee in accordance with Consob

Regulation no. 17221 of 12 March 2010 and the "Procedure on related

party transactions” approved by the Board of Directors on SIAS on 23

January 2017 (the “SIAS Procedure on Related Party Transactions”).

The Transaction qualifies as a related party transaction as:

(i) SIAS, through its subsidiaries, Autostrada dei Fiori S.p.A., Autocamionale

della Cisa S.p.A., SALT S.p.A., holds approximately 33.88% in Itinera; and

(ii) ASTM, the parent of SIAS, holds 66.12% in Itinera.

In addition, the Transaction also qualifies as a "material transaction", because

its overall economic value - as explained further on - exceeds the materiality

thresholds quantified at 30 June 2017, which is the date of the most recent

financial reporting document published.

Therefore, to guarantee the substantial and procedural fairness of the

Transaction and in compliance with the SIAS Procedure on Related Party

Transactions, the Related Party Transactions Committee - as explained in more

detail herein - was promptly deployed and involved, in order to issue its

opinion on the finalisation of the Transaction.

For the sake of completeness and in compliance with regulatory provisions in

force issued by Consob, an Information Document must also be published,

explaining the Transaction to the public.

3

Description of the Transaction

Strategic reasons for the Transaction

The Transaction has a considerable strategic and industrial value and is

consistent with the process - adopted by SIAS and ASTM S.p.A. (“ASTM”) in

compliance with the strategic plan approved last July - to gradually and

extensively rationalise and streamline the organisational structure of the ASTM

– SIAS group (“ASTM-SIAS Group”), which will rationalise and subsequently

diversify the two main business areas, i.e. concessions, overseen by SIAS and

the construction of major infrastructure, overseen by ASTM/Itinera, in order to

optimise the business and strategic management of various companies

belonging to the ASTM-SIAS Group and eliminate duplicate costs and

structures, while also empowering sector expertise within the group (“ASTM-

SIAS Rationalisation Project”).

With particular reference to the TEM/TE Transaction, the TE Transaction is part

of industrial and economic/financial valuations underlying the decision taken

by competent decision-making bodies of SIAS concerning the concentration

of its investments in TE and the concurrent sale to Intesa San Paolo S.p.A. of

equity investments held in Autostrade Lombarde S.p.A./Società di Progetto

Autostrada Diretta Brescia Milano S.p.A. and is of interest for the Company as

regards the duration of the agreement (expiry established for 2065) and the

positive outcomes expected in relation to the updating of the relative

economic/financial plan at the end of the current regulatory period that will

expire on 31 December 2018.

The Call Option concerning the Asti Cuneo equity investment held by Itinera

could produce a strategic and economic/financial value from its purchase -

which is expected in view of its potestative nature - in the wider-ranging

context of the solution identified, in agreement with the Italian Government,

to complete the motorway section through cross financing from the holder of

the concession SATAP and which is currently being reviewed by the European

Commission.

In fact the call option will enable SIAS to have a suitable period of time

between the granting of the Asti Cuneo option and its exercise, so that any

necessary and/or appropriate valuation may be made after decisions have

4

been taken by the European Commission concerning the completion of the

motorway section through cross financing.

Structure of the Transaction

The terms and conditions of the Transaction overall are regulated by a specific

agreement (“Framework Agreement”) which, in the wording made available

by the Company, conforms to standards and market practices for

comparable transactions.

Without prejudice to the unitary nature of the Transaction as regards its

valuation, the Parties intend undertaking the sale of the Outstanding TE shares

of Itinera, the Additional TE shares and the TEM Equity Investment and granting

the Call Option only where the sale of the TE Equity Investment is completed,

save for the sale of the TE Equity Investment producing its effects - if the

relative suspensive conditions (described below) occur - regardless of the

completion of additional sales which are part of the Transaction.

Financial terms of the Transaction

As regards the financial benefits of the Transaction, the overall amount of the

Transaction (“Overall Amount”) was quantified by the parties as being

approximately 61.2 million euro, based on a share valuation of 1.056 for TE

shares and 0.82 euro for TEM shares. This Overall Amount, considered

satisfactory on a global basis and inclusive of the interests, objectives and

expectations of each party, is the result of the following amounts for each

sale, and specifically:

− the overall amount for the sale of the TE Equity Investment was

quantified as 50,216,332.32 euro;

− the overall amount for the sale of the Outstanding TE Shares of Itinera

was quantified as 105.60 euro;

− the overall amount for the sale of Salini TE Shares which Itinera will

purchase was quantified as 105.60 euro;

− the overall amount for the purchase of CTE TE Shares which Itinera will

purchase was quantified as 2,323,200.00 euro;

5

− the overall amount for the sale of Cooperatives TE Shares was


− the overall amount for the sale of the TEM Equity Investment was


− as no specific amount was established for the sale of the Call Option,

because the parties agreed that the Option comprised a wider range

of rights and benefits for Itinera arising from the transaction, the Call

Option may be exercised at the price of 9,999,900.00 euro, minus the

portion of the issue value of Asti Cuneo shares not yet paid at the date

the Call Option is exercised (1).

The above amounts will be paid by SIAS to Itinera through the transfer of funds

that are immediately available and with the value date being when the

option is exercised, to the current bank account to be indicated by SIAS

before the date of exercise, net of any bank and/or transfer charges; said

amounts are agreed as fixed and/or may not be changed, nor may they be

revised and/or amended in any way.

As far as the RPT Committee is aware, to determine the Overall Amount

that will be approved by the meeting of the Board of Directors of SIAS that

will be held today, the Board of Directors of SIAS was assisted by a financial

advisor - Nomura International plc ("Financial Advisor"), that issued a

specific fairness opinion on the Overall Amount of the Transaction

(“Fairness Opinion”).

Moreover, for its activities and evaluations, and in particular, for the

assessment of the fairness of the purchase prices relative to the equity

investments of the sale, and the fairness of the total value of the Transaction,

the RPT Committee – as further described herein - was assisted by Professor

Alessandro Nova, Associate Professor with the Department of Finance, Bocconi

University, Milan, as an independent exert (“Independent Expert”). For an

explanation of the valuation methods used by the Independent Expert, see

(1) At present, the share capital of Asti Cuneo comprises 200 million euro authorised and issued and 50 million euro paid up.

6

the section on “Estimate methodologies used for the valuations of the

Independent Expert”.

TE Governance

The Framework Agreement requires all TE directors that are to be assigned

to Itinera based on provisions in the by-laws of TE and/or in shareholder

agreements, where applicable, to be appointed in compliance with the

indications of SIAS.

Suspensive conditions

The sale transactions regulated in accordance with the Framework

Agreement are subject, pursuant to and for the purposes of article 1353 and

subsequent of the Italian Civil Code, to some suspensive conditions being met.

More specifically:

(i) the completion of the sale of the TE Equity Investment is subject to all

suspensive conditions (“TE Equity Investment Suspensive Conditions”)

being met by 30 June 2018:

(a) all TE partners other than Itinera partners waiving in advance in

writing, or failing to exercise, their right of pre-emption as of

Article 7 of the by-laws of TE; and

(b) where necessary, in accordance with the single concession

agreement in effect between CAL and TE (formerly Società TEM

di Progetto S.p.A.) signed on 29 July 2010, subsequently

approved by decree no. 743 of the Ministry for Infrastructure

and Transport, issued in agreement with the Ministry for the

Economy and Finance on 8 October 2010 and registered with

the Court of Auditors on 22 November 2010, and amended by

Addendum 1 on 8 March 2012 and, subsequently by

Addendum 2 on 11 November 2013 (the "Agreement"),

authorisation for the sale of the TE Equity Investment;

(ii) completion of the sale of Outstanding TE Shares of Itinera is subject to all

the following suspensive conditions being met by 31 December 2018:


7

(b) all TE partners other than Itinera partners waiving in advance in


Article 7 of the by-laws of TE; and

(c) where necessary, in accordance with the Agreement in effect,

CAL, in its capacity as Granting Body, will obtain authorisation

to sell the Outstanding TE Shares of Itinera;

(iii) completion of the sale of Additional TE Shares is subject to all the

following suspensive conditions being met by 31 December 2018:


(b) the prior purchase, by Itinera, as applicable, of TE Salini Shares,

CTE TE Shares and Cooperatives TE Shares;

(c) all TE partners other than Itinera partners waiving in advance in


Article 7 of the by-laws of TE;

(d) where necessary, in accordance with the Agreement in effect,

CAL, in its capacity as Granting Body, will obtain authorisation

to sell the Additional TE Shares.

Declarations and Guarantees - Payment obligations

The Framework Agreement requires Itinera to provide declarations and

guarantees in favour of SIAS - and to undertake connected payment

obligations - in line with market practices for comparable transactions. In

particular, the Framework Agreement requires Itinera to provide SIAS with a

standard set of general declarations and guarantees, i.e. “legal warranties”,

concerning, inter alia, the powers and good standing of the seller, the

ownership and consequent availability of the equity investments being sold

and absence of encumbrances, with the exception - as regards TE shares - of

the lien established on 8 May 2014, in favour of Cassa Depositi e Prestiti S.p.A.,

Intesa Sanpaolo S.p.A., Unicredit S.p.A., Mediobanca – Banca di Credito

Finanziario S.p.A., Unione di Banche Italiane S.p.A., Banca Popolare di Milano

S.c. a r.l., Credito Bergamasco S.p.A., Banca Popolare dell’Emilia Romagna

Società Cooperativa, Banco Santander S.A., Banca IMI S.p.A., to guarantee

the repayment and payment obligations arising from the project loan

8

agreement, comprising five credit lines, of a total amount of 1,200,000,000.00

euro.

The same declarations and guarantees as regards powers and relative good

standing are provided by SIAS in its capacity as purchaser, in favour of Itinera.

As regards payment obligations, the Framework Agreement establishes

commitments for each of the parties as regards the declarations and

guarantees provided by each party.

Arbitration clause

The draft of the Framework Agreement establishes that any dispute arising

between the parties in accordance with or in relation to the Framework

Agreement will be settled by arbitration by judicial procedure according to

the Regulations of the National and International Chamber of Arbitration of

Milan. The arbitration board will comprise 3 (three) arbitrators appointed as

follows: each party will be entitled to appoint one arbitrator, while the third

arbitrator, that will act as chairman, will be selected by the two arbitrators

already appointed.

Presumed times for completion of the Transaction

The Framework Agreement is signed following approval of the Transaction by

the Board of Directors of the Company, while relative transfers of equity

investments are finalised, subject to suspensive conditions for the TE Equity

Investment and TEM Equity Investment being met before the end of the

current year and during 2018 for other transactions.

Activities of the Related Party Transactions Committee

In view of the above, the Related Party Transactions Committee -

comprising three independent Directors and namely the board director

Andrea Pellegrini, acting as Chairman, and the board directors Stefano

Caselli and Sergio De Luca – was fully involved, on an ongoing basis, in the

preliminary stage and in negotiations relative to the Transaction, receiving

complete, timely information flows from competent company functions

and from the appointed advisors, requesting information and making

9

observations to persons in charge of the negotiations and preliminary

stage, as described below.

Preliminary information and appointment of the Independent Expert

After informally receiving preliminary information about the Transaction on

29 September 2017, the Related Party Transactions Committee, agreeing

on the adoption of the SIAS Procedure on Related Party Transactions,

decided to appoint an independent expert, to assist the Committee in

valuation activities and, specifically, in assessing the fairness of the

purchase prices for the equity investments to be sold and the fairness of

the Overall Amount of the Transaction, issuing an opinion on the

Transaction. Consequently, the Related Party Transactions Committee

selected an expert, receiving four applications and informally discussing

the applicants with committee members, appointing Professor Alessandro

Nova on 11 October 2017.

Meetings of the Related Party Transactions Committee

To carry out its activities, the Related Party Transactions Committee met

five times and specifically:

- on 6 October 2017, to make assessments concerning the

appointment of the Independent Expert, and review the main

characteristics of the Transaction. In this regard (i) members of the

Related Party Transactions Committee received information about

the Transaction overall and its operations, including, inter alia,

information on the strategic rationale, on the structure of the

Framework Agreement and estimated times and (ii) the Related

Party Transactions Committee was informed of the Company's

decision, within the context of the Transaction, to be assisted by a

financial advisor that would give a fairness opinion on the Overall

Amount of the Transaction, in financial terms. During the above

meeting, the Related Party Transactions Committee approved a

draft schedule of Committee meetings, to be revised in the light of

the progress of works and any specific needs;

10

− on 11 October 2017, to review the progress of ongoing negotiations

between the parties and to formally appoint Professor Alessandro

Nova, Associate Professor with the Department of Finance, Bocconi

University, Milan, as Independent Expert. The independence of the

above Expert was formally certified in a specific statement made by

the Expert in which he declared, inter alia, that he had no

economic or financial relations (a) with SIAS, (b) with entities

controlling SIAS, subsidiaries of SIAS or jointly controlled with SIAS

and (c) with directors of SIAS, that could affect his independence

and independent judgement. Moreover, to consolidate this

independence, Professor Nova undertook, with reference to the

period from the date of his appointment up to the sixtieth day

following the issue of his opinion, to not take on other engagements

from SIAS, or from entities controlling SIAS, or from subsidiaries of SIAS

or entities jointly controlled with SIAS;

- on 18 October 2017, to further review the progress of negotiations,

to review the draft of the Framework Agreement and to examine

the methodologies adopted by the Independent Expert in his

valuations, and the preliminary outcomes of this valuation activity.

In particular, the Independent Expert informed the Related Party

Transactions Committee that he had received all documents and

information from SIAS necessary for his controls and valuations,

providing information on his work schedule and the estimate

methodologies used for his valuations (see herein).During the

meeting, members of the Related Party Transactions Committee

asked the Independent Expert to clarify assumptions and

hypotheses used and applicable valuation methodologies;

− on 20 October 2017, to review the final version of the Framework

Agreement and Fairness Opinion and final outcomes of the

valuation activities of the Independent Expert, discussing the

content of his opinion on the Transaction in detail with him;

- today, to take a final decision on the issue of this opinion, subject to

a review of the opinion of the Independent Expert. In particular, the

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Related Party Transactions Committee was informed about the

outcomes of negotiations and therefore received (i) the opinion of

the Independent Expert on the fairness of the purchase prices for

the equity investments to be sold, (ii) the Fairness Opinion and (iii)

the final wording of the Framework Agreement.

Estimate methodologies adopted for the Independent Experts' valuations

and conclusions

The estimate methodologies used by the Independent Expert for his

valuations are summarised below, and explained in more detail in the

opinion of the Independent Expert, attached under letter “A”.

In particular, the Independent Expert assessed the adequacy of the

amount of the Transaction, referring to the so-called current theoretical

value of TEM and TE.

This theoretical value represents the value of individual companies from a

standalone viewpoint, i.e. an objective value of companies in its

operations, which is independent of specific aspects that could arise

relative to a potential purchaser (e.g. synergies, new investments, etc.).

In methodological terms, and to produce his opinion, the Independent

Expert adopted valuation criteria commonly used in professional practices

and considered appropriate for determining the value in question.

In particular, with reference to the estimate of the current value

attributable to TE, the Independent Expert adopted the unlevered version

of the financial method, which estimates the value of a company equal to

the value of operating cash flows net of directly attributable taxes

(unlevered taxes), discounted by applying a rate equal to the weighted

average cost of capital (WACC). This reflects the level of operating risk of

the company and the effect of any benefits arising from the financial

reference structure (financial market structure).

As regards the estimate of the current value attributable to TEM instead,

and considering the characteristics of the company, i.e. the fact that it is a

holding, the adjusted equity method was used. This method estimates the

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economic value by re-stating current values of the equity investment in TE

and considering holding costs that will be paid in future by the company,

valued as negative cash flows, discounted to the same WACC already

used for TE.

The Independent Expert ended his opinion, concluding that “the proposed

price, for both TE shares and TEM shares can be considered as fair”.

Considerations and valuations of the Related Party Transactions

Committee

Interest of the Company

Based on documents reviewed by the RPT Committee regarding the

entire Transaction and information and clarifications given to the RPT

Committee during meetings and sessions with the appointed advisors

and with competent company functions (see herein), the RPT

Committee considered the Transaction as functional to achieving the

business interests of SIAS.

In particular, the RPT Committee considered the performance of the

Transaction overall as being consistent with the strategic reasons

described above and with the aims of the ASTM-SIAS Group

Rationalisation Project, according to the terms explained previously.

In addition, and as already indicated, with particular reference to the

TEM/TE Transaction, the latter is in line with recent industrial and

economic/financial valuations underlying the decision taken by

competent decision-making bodies of SIAS, concerning the concentration

of its investments in TE and the concurrent sale to Intesa San Paolo S.p.A. of

the equity investments held in Autostrade Lombarde S.p.A./Società di

Progetto Autostrada Diretta Brescia Milano S.p.A. and is of interest for the

Company as regards the Agreement (expiry established for 2065) and

the profitability profiles expected for TE, as described in more detail in

the section "Strategic reasons for the Transaction”.

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Based on the above information, the RPT Committee agrees with the

considerations made by the competent functions of SIAS concerning the

strategic and economic/financial value of the acquisition, by SIAS, of a

call option concerning the Asti Cuneo equity investment held by Itinera, in

view of its potestative nature and flexibility, and, in general, in the wider-

ranging context described above concerning the completion of the

motorway section through cross financing from the holder of the

concession SATAP and which is currently being reviewed by the European

Commission.

Therefore, the RPT Committee considers that the Transaction and

related investments are in the best business interests of SIAS, intended to

consolidate its leadership position in the motorway concession sector,

which, as is known, comprises its core business in favour of all its

shareholders.

Financial benefits and substantial and procedural fairness of the

Transaction

As regards the financial benefits and substantial and procedural fairness

of the conditions of the Transaction, the RPT Committee reports the

following:

- the RPT Committee was promptly and fully involved in the

negotiation and preliminary stages, receiving complete

information flows on a continual basis, in compliance with

requirements in the SIAS Procedure on Related Party

Transactions;

- for the purposes of valuing the equity investments to be sold and

the consequent decision on the Overall Amount, using estimate

methodologies in line with best market practices for similar

transactions, the Company was assisted by a leading financial

advisor - Nomura International plc;

- for its valuations on the substantial fairness of the Transaction and

in particular, as regards the valuation of the fairness of purchase

prices for the equity investments to be sold and the fairness of

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the overall value of the Transaction, the RPT Committee was

assisted by an Independent Expert, checking his professional

expertise, competence and independence in advance;

- the financial benefits of the Transaction are confirmed by robust

strategic and industrial reasons, which are consistent with the

strategic plan of the group controlled by SIAS.

Conclusions

In view of the above, and in accordance with article 6.2 of the SIAS

Procedure on Related Party Transactions, the RPT Committee gives its

unanimous, justified favourable opinion on the interest of the Company

in performing the Transaction and on the financial benefits and

substantial fairness of the relative economic, financial and legal

conditions and on the fairness of the preliminary and decision-making

procedure adopted by the Company.

This opinion assumes that the information and documents reviewed for

its issue are accurate and have not changed considerably, and that no

new elements or additional aspects have emerged that would affect

the valuations made by the RPT Committee.

Tortona, 23 October 2017

Related Party Transactions Committee

Andrea Pellegrini (Chairman)

Stefano Caselli

Sergio De Luca

Professor Alessandro Nova Via Ippolito Nievo 28A MILANO

Opinion on the fairness of the price proposed by SIAS for the acquisition of Equity Investments

in Tangenziale Esterna S.p.A. and Tangenziali Esterne di Milano S.p.A.

held by Itinera S.p.A.

Professor Alessandro Nova – Via Ippolito Nievo 28A - Milano ________________________________________________________________________________________________

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Milan, 23 October 2017 SIAS‐ Società Iniziative Autostradali e Servizi S.p.A. Via Bonzanigo, 22 10144 ‐ Torino For the attention of the Audit and Risk Committee

Dear Sirs Based on information from SIAS S.p.A. (hereinafter also “SIAS” or the “Company”), the undersigned acknowledges that, in compliance with the strategic plan approved last July, SIAS and ASTM S.p.A. (the “ASTM‐SIAS Group”) have undertaken a broad‐ranging and gradual process to rationalise and streamline the organisational structure of the group, which covers the diversification of the two main business lines, and specifically, concessions and the construction of major infrastructure, in order to optimise the business and strategic management of companies belonging to the ASTM‐SIAS Group, eliminate duplicate costs and structures, while also empowering sector expertise within the group (“ASTM‐SIAS Rationalisation Project”). As part of this plan, a possible transaction has been defined (hereinafter also "Transaction") for the purchase by SIAS of equity investments held by Itinera S.p.A. (hereinafter also “Itinera”) in Tangenziale Esterna S.p.A. (hereinafter also “Tangenziale Esterna” or “TE”) and Tangenziali Esterne di Milano S.p.A. (hereinafter also “Tangenziali Esterne di Milano” or “TEM”, also referred to jointly with TE as the "Equity Investments”).1 Based on this hypothesis, the Audit and Risk Committee of SIAS (hereinafter also the "SIAS Committee") requested me to analyse the value attributable to the Equity Investments, in order to give a fairness opinion (hereinafter also the "Opinion") on the overall price proposed by SIAS for the purchase of the Equity Investments (hereinafter also the "Price"). According to information provided, the overall Price that will be paid by SIAS also includes the value of TE shares held by Consorzi Tangenziale Engineering, Salini Impregilo S.p.A. and by the Cooperatives CMB, CMC, Coopsette and Unieco, for a total of 6,849,550 shares, which Itinera shall purchase after the testing of the Tangenziale Est Esterna of Milan, of which TE is the holder of the concession. SIAS did not request me to provide an opinion on the economic or strategic reasons underlying the decision to carry out the Transaction, nor did it request me to provide, nor did I provide, legal, accounting or tax advice in relation to this possible Transaction.

1 As part of the Transaction, Itinera will grant SIAS a call option for the equity investment held by Itinera in Autostrada Asti Cuneo S.p.A. equal to 5% of the share capital. As regards this call option, no specific amount has been established, because the parties agreed that the option comprised a wider range of rights and benefits for Itinera arising from the Transaction. Moreover, for valuation purposes, it was considered, on a cautionary basis, that this purchase transaction has a balanced value, and therefore the value of the option is basically null.


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I assume no responsibility for any possible changes in market parameters and will not update this Opinion to reflect any such changes. Any developments after the date of issue of this Opinion could affect the conclusions herein. This Opinion may not be used for purposes other than those for which it was prepared, and therefore, I will not be held liable for any damages sustained by the recipients or by other entities if this Opinion is not used correctly. 1. INTRODUCTION

The Transaction referred to previously concerns the following: (i) SIAS will purchase 4,586,494 TEM shares from Itinera, representing 1.56% of the share

capital of TEM; (ii) SIAS will purchase 47,553,445 TE shares from Itinera, representing 10.23% of the share

capital of TE; (iii) SIAS undertakes to purchase 6,849,550 shares from Itinera, representing 1.47% of the

share capital of TE, held by Consorzi Tangenziale Engineering, Salini Impregilo S.p.A. and by the Cooperatives CMB, CMC, Coopsette and Unieco, which Itinera will become owner of based on agreements existing with the above entities.

Based on information received from the Company:

a) TEM shares currently owned by Itinera (4,586,494) could be purchased by SIAS at an overall price of 3.761 million euro, for a price per share equal to 0.82 euro;

b) TE shares currently owned by Itinera (47,553,345) could be purchased by SIAS at an overall price of 50.216 million euro, for a price per share equal to 1.056 euro.For the sake of completeness, Itinera would sell SIAS the 100 outstanding TE shares after the issue of the provisional testing certificate for the Tangenziale Est Esterna of Milan and these shares would be transferred at the same unit price of 1.056;

c) the TE shares which Itinera undertakes to purchase from Consorzi Tangenziale Engineering, Salini Impregilo S.p.A. and from the Cooperatives CMB, CMC, Coopsette and Unieco as of point iii) above (6,849,550 shares), would be acquired at the same price per share as the price at which SIAS would buy the shares already owned by Itinera and, therefore, at an overall price equal to 7.233 million euro for a price per share equal to 1.056 euro.

The total outlay of SIAS arising from the Transaction would therefore be equal to 61.2 million euro. The Transaction qualifies as a related party transaction because (i) SIAS, through its subsidiaries, Autostrada dei Fiori S.p.A., Autocamionale della Cisa S.p.A., SALT S.p.A., holds approximately 33.88% in Itinera, and (ii) ASTM S.p.A. the parent of SIAS, holds 66.12% in Itinera. The Economic and Financial Plan of TE used for this Opinion was prepared by banks providing TE Project Financing and takes account of further possible revisions made by the management of the Company as part of hypotheses to rebalance the motorway concession.


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2. DOCUMENTS USED

To prepare this Opinion, the following documents were used: • The Economic and Financial Plan of Tangenziale Esterna S.p.A. (“26_TEEM MiniPerm

31.12.2016 SDG Base.xlsm”); • The Half‐Yearly Report of Tangenziali Esterne di Milano S.p.A. and Tangenziale Esterna S.p.A. at

30 June 2017; • The evaluation document prepared by Nomura and used by the Board of Directors of SIAS to

define the purchase price; • market information and other information in the public domain on listed and unlisted

companies. Moreover, during my activities, I was specifically informed, as far as Company management (hereinafter also "Management") is aware, that no significant changes, or facts or circumstances had occurred requiring appropriate and considerable changes to the data and information considered during my analyses, that could have a significant impact on the considerations made below.

3. ACTIVITIES CARRIED OUT

The price fairness analysis was conducted referring to the current theoretical value of TEM and TE. This theoretical value represents the value of the individual company from a stand alone viewpoint, i.e. an objective value of the company in its operations, which is independent of specific aspects that could arise relative to a potential purchaser (e.g. synergies, new investments, etc.). In methodological terms, and to produce the opinion, I adopted valuation criteria commonly used in professional practice and considered appropriate for determining the value in question. In particular, with reference to the estimate of the current value attributable to TE, I adopted the unlevered version of the financial method, which estimates the value of a company equal to the value of operating cash flows net of directly attributable taxes (unlevered taxes), discounted by applying a rate equal to the weighted average cost of capital (WACC). This reflects the level of operating risk of the company and the effect of any benefits arising from the financial reference structure (financial market structure). As regards the estimate of the current value attributable to TEM, considering the characteristics of the company, i.e. the fact that it is a holding, the adjusted equity method was used. This method estimates the economic value by redetermining current values of the Equity Investment in TE and considering holding costs that will be incurred in future by the company, valued as negative cash flows, discounted to the same WACC already used for TE. 4. ESTIMATE OF THE CURRENT VALUE OF EQUITY INVESTMENTS

The value of the equity investment held by Itinera in TE was determined using the financial method. For the purposes of this Opinion, the forward‐looking cash flows of TE were determined based on forecasts in the Economic and Financial Plan provided by the Company, which refers to: 2017 ‐ 2065.


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At the end of the period indicated, no end value was calculated, as provided for by the concession (no repayment or takeover value). The weighted average cost of capital was estimated to be 6.1%, based on recent values relative to macroeconomic parameters for Italy, while the beta used to estimate the cost of equity was estimated based on market data relative to a panel of listed Italian companies, comparable with TE.In the estimate of the discount rate, an adjustment factor (“Additional risk”) was considered in the estimate of the cost of equity (estimated using the Capital Asset Pricing Model) in order to consider the reduced size of TE compared to the panel of comparable companies used as the reference for determining some of the parameters adopted. This factor was estimated based on the equation in Morningstar ‐ Duff&Phelps' "Risk Premium Report 2017" which uses shareholders' equity as the parameter to compare TE and the panel of comparable companies, as it is considered more significant than other variables (e.g. turnover). The value attributable to TEM was instead estimated using the equity method, re‐stating the value of the equity investment in TE at current values and considering the holding costs (discounted to the WACC), that the company would incur for the next 48 years. Based on the above analyses, the overall fair price for the purchase of the Equity Investments can be estimated as being equal to 61.237 million euro. In particular:

• the value of the equity investment in TEM can be estimated as being equal to 3.727 million euro, corresponding to a price per share equal to 0.813 euro;

• the value of the equity investment in TE already held by Itinera can be estimated as being equal to 50.269 million euro, corresponding to a price per share equal to 1.057 euro;

• the value of additional TE equity investments that will be purchased by Itinera can be estimated as being equal to 7.240 million euro corresponding to a price per share equal to 1.057 euro.

Moreover, the value attributable to the Equity Investments may vary considerably due to the uncertainty, and extension over time, of cash flows and the risk (naturally) associated with traffic volumes and relative developments, which are not foreseeable at present, unless on a probability basis, and which could have even a significant impact on the analyses presented in this Opinion. 5. CRITICAL ASPECTS IDENTIFIED DURING THE VALUATION

When carrying out the analyses, the following main difficulties were identified: • the valuation methods adopted meant that some parameters were used which were selected

based also on experience; • assumptions underlying the economic/financial forecasts used in the valuation, although

assessed by Company Management, mean that any negative deviations in the procedures and times for achieving the objectives of the economic/financial plan, may have a considerable impact on the value resulting from the estimate made;

• some of the parameters used are of a limited availability, and may therefore be affected by statistical limits.


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6. CONCLUSIONS

Based on available documents and analyses carried out, there are no elements to presume that the Overall price for the purchase of the Equity Investments, equal to 61.210 million euro, is not financially fair compared to the current theoretical value of the Equity Investments. In fact, considering that:

• the value of the equity investments is represented by future operating cash flows that are discounted and valued over a high number of years (48, in the case in question);

• these flows are typically probabilistic; • the use of stochastic variables always implies, by definition, a probabilistic distribution of

possible values, characterised by a natural variance; • the comparison made is between a current theoretical value and a price that may actually be

paid, which is a difference that in any case may cause deviations, even if limited; I can conclude that the (normal) percentage deviations characterising the proposed price in relation to the fair value calculated with reference to this opinion, which are below 1%, come under normal conditions and the proposed price, for both TE shares and TEM shares, can therefore be considered as fair. This opinion was prepared for the Audit and Risk Committee of SIAS S.p.A. as the Transaction described above is a related party transaction. This Opinion, therefore, may not be used for purposes other than those indicated in my appointment. Professor Alessandro Nova

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Attachment B

Fairness opinion given to the Board of Directors of SIAS S.p.A. by Nomura International plc

The board of directors Società Iniziative Autostradali e Servizi – SIAS S.p.A. Via Bonzanigo, 22 10144 Torino Italy For the attention of Stefania Bariatti, Chairman

23 October 2017

Dear Sirs,

Nomura International plc, Italian Branch (“Nomura”), as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, initial and secondary underwritings, private placements and valuations for corporate and other purposes.

You, the board of directors, acting to the benefit of Società Iniziative Autostradali e Servizi – SIAS S.p.A. (the “Company”), have requested our opinion as to the fairness, from a financial point of view, of the consideration of €61.2m (the “Consideration”) to be paid in connection to (i) the potential acquisition of equity participations of 10.23% in Tangenziale Esterna S.p.A. (“TE”) and of 1.56% in Tangenziali Esterne di Milano S.p.A. (“TEM”) (the “Targets”), including related commitments to acquire further equity participations of up to 1.47% in TE in execution of specific contracts agreed with Salini Impregilo S.p.A., Coopsette Soc. Cooperativa, Unieco Soc. Cooperativa, C.M.B. Soc. Cooperativa e C.M.C. Soc. Cooperativa and Consorzio Tangenziale Esterna, and (ii) the potential receipt of a call option to acquire equity participations of 5.0% in Autostrada Asti-Cuneo S.p.A. (such transactions, the “Transaction”) by the Company from Itinera S.p.A. (the “Seller”). In connection with this opinion, we have reviewed the following documents and information obtained from publicly available sources and/or provided to us: 1. the final draft of the sale and purchase agreement between, amongst others, the Company and

the Seller received on 20th October 2017 (the “Agreement”) and certain related documents;

2. the audited accounts of the Company, the Seller and the Targets for the half-years ended 30 June

2017 and 2016 and years ended 31 December 2015 and 2016; 3. certain internal financial statements and other financial and operating data concerning the

Company prepared by its management; 4. financial forecasts and projections and certain operating data with respect to the future business

prospects of the Targets prepared by their respective managements as well as a study on the Targets’ traffic estimates prepared by Steer Davies Gleave;

5. the reported prices and trading activity for the Company's listed equity securities;

6. the financial terms, to the extent publicly available, of previous transactions on TE and TEM

shares between SIAS and Intesa Sanpaolo and between Itinera and Salini Impregilo S.p.A.; and 7. publicly available information relating to certain other comparable listed companies in relation to

the Beta and Equity Risk Premium computation (in each case as we deemed relevant), and we have performed such other studies and analyses and considered such other factors as we have deemed appropriate in this context.

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We have relied upon, without independent verification, the accuracy and completeness of all of the financial, accounting, tax, business assumptions and other information, reports and documents reviewed by us or conveyed to us in connection with this opinion (however obtained by or provided to us and including any information provided to us in discussions with members of the senior management of the Company) and we have assumed such accuracy and completeness for the purposes of rendering this opinion. We have had discussions with the Company’s management concerning the business, operations, assets, financial condition and prospects. In particular, we have reviewed the Company’s business plan and have agreed with management that we may assume that the information, forecasts and projections contained therein have been reasonably prepared on a basis reflecting the best estimates and judgments of management as to the financial performance of the Company at the time it was produced. In particular, we have not made an independent evaluation or appraisal of the assets and liabilities (including derivatives, off-balance sheet assets and liabilities and other contingent liabilities or loan-loss reserves) of the Company or of its affiliates or any of their respective subsidiaries and have not been furnished with any such evaluation or appraisal. We have assumed that all of the respective balance sheets, profit and loss statements, financial and other estimates, profit and cash flow forecasts, including future capital expenditure projections, and all other information, estimates and projections that were provided to us or discussed with us, have been prepared reasonably and on a basis reflecting the best currently available information, estimates and judgments of the management of the Company as to the expected future results of operations and financial condition of the Company or such other entity to which such analyses or forecasts relate and that such analyses or forecasts will be realised in the amounts and at the times contemplated thereby. We have not independently verified them. We have also assumed that the Transaction will be accounted for under generally accepted accounting principles and that all necessary regulatory approvals and third party consents for the Transaction will be obtained as required. We are financial advisers only and therefore have relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory or accounting advisers with respect to such matters. In addition, we have assumed that the Transaction will be consummated in accordance with the terms set forth in the Agreement without any waiver, amendment or delay of any terms or conditions. We have assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Transaction, no delays, limitations, conditions or restrictions will be imposed that would have an adverse effect on the contemplated benefits expected to be derived in the proposed Transaction. We have not provided, obtained or reviewed any specialist advice, including but not limited to, legal, accounting, actuarial, environmental, information technology or tax advice, and accordingly our opinion does not take into account the possible implications of any such specialist advice. In addition we have not reviewed or analysed, and shall not be reviewing or analysing in arriving at our opinion, the legal or regulatory requirements in connection with the consummation of the Transaction. We have relied on the statements of Company’s management that their due diligence on the Targets did not reveal any issues which would have a material impact on the statements expressed in this opinion. We have also relied on the statements of Company’s management as to outlook for the businesses of both Targets and the Company and their markets. In addition, we have assumed, with your consent, that the Agreement is on arm’s length terms and properly reflects the amount of the consideration for the proposed Transaction.

Our opinion is necessarily based on financial, economic, market, regulatory and other conditions as in effect on, and the information made available to us as of, the date of this letter and we express no opinion as to whether any such conditions will continue to prevail, or to what effect, if any, a change in such conditions would have on the opinions expressed herein. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

We are acting as financial adviser to the board of directors of the Company in connection with this Transaction and will receive a fee for our services (including a fee for rendering our opinion in this letter). In addition, the Company has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement. In the past, Nomura and its affiliates have provided financial advisory and financing services for the Company and have received fees for the rendering of these services.

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In the ordinary course of our trading, brokerage, investment management and financing activities, Nomura or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for our own account or the accounts of customers or Nomura affiliates, in debt or equity securities or senior loans of the Company and its affiliates or any other company or any currency or commodity that may be involved in the Transaction.

This opinion is addressed to, and is solely for the use and benefit of the board of directors of the Company in connection with its consideration of the Transaction and shall not be disclosed publicly or made available to, or relied upon by or create any obligations towards, any third party without our prior written approval except that a copy of this opinion may be included in its entirety in any filing the Company is required to make in connection with the Transaction if such inclusion is required by applicable law.

In particular we have not been requested to opine as to, and this opinion does not in any manner address, the underlying business decision of the Company or the Company’s shareholders to proceed with or effect the Transaction or any other transaction, business strategy or other matter. Furthermore, we are not opining on the fairness of the consideration paid for the equity participations in TE and TEM separately, but on the overall Consideration to be paid by the Company in connection with the Transaction. This opinion does not constitute a recommendation to the board of directors of the Company to enter into the Transaction.

Based upon and subject to the foregoing, and based upon such other matters as we consider relevant, it is our opinion that as at the date of this letter the Consideration to be paid by the Company in connection with the Transaction is fair from a financial point of view to the shareholders of the Company.

Yours faithfully,

For and on behalf of Nomura International plc, Italian Branch

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