Opening new higways to headway ITINERE GROUP A new leader in - - PowerPoint PPT Presentation

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ITINERE GROUP A new leader in highway concessions

Opening new higways to headway

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Index

I. Group’s description Page

• History and activities

3

• Group structure

6

• Group’s concessions

8

• II. Concessions in operations:

Description, key data, financing and valuation 18

• Spain

19

• Ena acquisition

54

• Chile

76

• Other companies (under development and affiliates)

102

• III. Financial Outlook and Itinere valuation

103

• IV. Future strategy

108

• I. Group’s Description

History and activities Organizative structure Group’s concessions

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History and activities

Itinere started operations in 1997, year of its first awarding in Chile.Today Itinere is the second spanish group in terms of income and kilometres under management (20% market share) in domestic highway concessions. Significant international vocation and a demonstrated growth potential with a considerable generation of new projects since its foundation,with an investment on highways of 4,202 Mn Euros as of December 2003 (capital employed 97/03 cagr: +301%). The activity of Itinere comprises the design, financing, development, management and maintenance of all types of infrastructure transport concessions, specially highways. With presence in 24* concessionaires and management control in 12 of them and income expected of more than 300 Mn Euros in 2004.(>100% Vs. 03) Concessions portfolio sum up 2,668* Km., with 8,535 Mn Euros of total invested capital, mainly in Europe with a 90% (Spain/ Portugal) and the remaining 10% in South America (Chile/Brazil).

* Do not include Palma-Manacor and San Jose–San Ramon (Costa Rica) concessions, both awarded in 2004.

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History and activities

Itinere Infraestructuras is the activity head, 100% subsidiary of SyV Group, which main activity includes the strategic definition, selection of geographic areas, contracting, development and financing of new concessions. It also manages the control and identification of synergies of those ones in operation. Itinere Group* has a management team of 39 people, with more than 20 years of experience in the sector that groups all the concessions in operation that provides the concessional service (with an outstanding workforce of nearly 1,300 people). Group funding is fully structured based on cash flow generation of each concessionaire, with a high level of external funding by project. The existence of a largely regulated framework, with a recurrent income flow, due to its public service nature, allows to a high capacity of selfinancing and leverage for each project with a positive effect in the profitability for Itinere as shareholder.

(*) Itinere and Ena corporate services.

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Group Structure: Itinere’s companies chart

* 40% stake in Palma- Manacor shadow toll highway and 35% stake in San Jose-San Ramon in Costa Rica, set up in May and June 2004, are not included. It is also not including 35% of San Jose-San Ramon highway in Costa Rica, which was awarded in June, 2003.

Itinere 100% Otras* Ena Itinere 100% Avasacyr 100% Itinere Chile 100% Aunor 45% Acega 3,4% M-45 33% Guadalmetro 27,8% Accesos Madrid R-3/R -5 6,8% Ena 50% Audasa 100% Aucalsa 100% Audenasa 50% Autoestradas Galicia 100% Otras Accesos Madrid R-3/R -5 11,7% R-4 5% Eje Aeropuerto 20% Acega 9% Los Lagos 11,9% Avasa 50% Valle Chacabuco 100% R-5 Los Lagos 88,1% R- 5 El Elqui 72,7%

• R. Pacífico 50%
• A. Vespucio 50%
• R. Litoral 50%

Itinere 100% Others* Ena Itinere 100% Avasacyr 100% Itinere Chile 100% Aunor 45% Acega 3.4% M-45 33% Guadalmetro 27.8% Accesos Madrid R-3/R -5 6.8% Ena 50% Audasa 100% Aucalsa 100% Audenasa 50% Autoestradas Galicia 100% Others Accesos Madrid R-3/R -5 11.7% R-4 10% Eje Aeropuerto 20% Acega 9% Los Lagos 11.9% Avasa 50% Valle Chacabuco 100% R-5 Los Lagos 88.1% R- 5 El Elqui 72.7%

• R. Pacífico 50%
• A. Vespucio 50%
• R. Litoral 50%

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Structured organization : Somague’s companies chart

In December 2003 SyV suceeded to acquire control of Somague Group, with presence in 5 concessionaires in Portugal (3) and Brazil (2).

*Post right issue of July 2004, according to Sacyr Vallehermoso AGM approval in June 2004.

BRAZIL PORTUGAL

SOMAGUE (*) 93.07% SOMAGUE CONCESSOES E SERVICIOS 100% PORTUGAL BRAzIL VIA LITORAL 12% LUSOPONTE 17.2 % AUTO ESTRADAS DO ATLÁNTICO 20% SOMEST 100% BRAEST 96% VIA NORTE 12.4% TRIÁNGULO DO SOL 40% SOMAGUE (*) 93.07% SOMAGUE CONCESSOES E SERVICIOS 100% PORTUGAL BRAzIL VIA LITORAL 12% LUSOPONTE 17.2 % AUTO ESTRADAS DO ATLÁNTICO 20% SOMEST 100% BRAEST 100% VIA NORTE 12.4% TRIÁNGULO DO SOL 40%

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Group’s concessions: Lenght and Location

Management grade Name of the concessionaire Nº Km Type of the concession Country Location

Audasa 215.1 Interurban Spain Noreast of Spain-Galicia. Ferrol-Tuy stretch Audenasa 112.6 Interurban Spain Noreast of Spain-Navarra.Tudela-Irurzun stretch Aucalsa 88.5 Interurban Spain Noreast of Spain. Leon-Campomanes stretch (Asturias) Autoestradas de Galicia 57.6 Interurban Spain Noreast Spain-Galicia. Coruña-Carballo and Puxeiros-Val Miñor stretch Los Lagos 130.6 Interurban Chile South of Chile. Rio Bueno-Puerto Montt stretch El Elqui 228.7 Interurban Chile Centre-North Chile. Los Vilos-La Serena stretch Valle Chacabuco 21.5 Metropolitan Chile Centre of Chile. Santiago-Centenario/Avda. Valle and Ruta 5 North stretch Avasa 295.0 Interurban Spain North of Spain. Zaragoza-Bilbao stretch Rutas del Pacifico 137.6 Interurban Chile Centre of Chile. Santiago-Valparaiso-Viña del Mar stretch Red Vial Litoral Central 79.8 Interurban Chile Centre of Chile. Cartagena-Algarrobo stretch. Variante las Pataguas Autopistas Metropolitanas 24.0 Urban Chile Centre of Chile. Ruta 78 - Avda. Grecia stretch Aunor 62.0 Interurban Spain Southeast of Spain-Murcia. Alcantarilla-Caravaca stretch Guadalmetro 19.0 Suburban Spain Southeast of Spain-Andalucia. Line 1 Subway Sevilla Euroglosa 45 8.3 Urban Spain Centre of Spain-Madrid. N V-N IV stretch Acega 56.0 Interurban Spain Noreast of Spain-Galicia. Santiago-A.S. Domingo stretch Henarsa (R-2) 65.0 Metropolitan Spain Centre of Spain-Madrid. M 40- Guadalajara (R-2) stretch Accesos Madrid (R3/R5)M50 91.7 Metropolitan Spain Centre of Spain-Madrid. M 30- Arganda del Rey/Navalcarnero stretch(R-5)M50

• Autop. Madrid Sur (R-4)

53.9 Metropolitan Spain Centre of Spain-Madrid. M 40- Ocaña stretch(R-4) Participated Eje Aeropuerto 8.7 Urban Spain Centre of Spain-Madrid. M 40- Airport stretch Lusoponte 20.5 Urban Portugal Centre of Portugal-Lisboa. Río Tajo Bridges Autoestrada do Atlantico 170.0 Metropolitan Portugal Centre of Portugal-Lisboa. Rio Maior-Leiria and Caldas da Rainha- Santarem y Marinha Grande stretch Via Litoral 44.2 Metropolitan Portugal Portugal-Isle of Madeira. ER 101 highway Triangulo do Sol 442.0 Interurban Brazil East of Brasil-Sao Paulo. Araquaira town Via Norte 236.1 Interurban Brazil East of Brasil-Sao Paulo. Riberao Preto town

TOTAL 2,668.4

Co-management Management

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Group’s concessions:

• Km. under concession

Development of km in operation

2,668 2,649 2,541 1,629 1,156 2,450 1,831

500 1.000 1.500 2.000 2.500 3.000

2000* 2001 2002 2003** 2004 (Est) 2005 (Est) 2006 (Est)

*Somague and Avasa acquisition **Ena acquisition

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Group’s concessions: Life of the contracts and Status

Description of the period and state of the concession Management grade Name Year of awarding Starting year end of concession

• No. of years left

(since Jan. 04) State of the concession (May 04)

Audasa

1973 1979 2048 44 In operation

Audenasa

1973 1976 2029 26 In operation

Aucalsa

1975 1983 2050 46 In operation

Autoestradas de Galicia

1995 1997 2045 41 In operation

Los Lagos

1998 2001 2023 19 In operation

El Elqui

1997 2000 2022 18 In operation

Valle Chacabuco

2003 2005 2043 40 Under construction

Avasa

1973 1978 2026 22 In operation

Rutas del Pacifico

1998 2003 2024 (E*) 15 In operation

Red Vial Litoral Central

2001 2004 2031 27 In operation

Autopistas Metropolitanas

2001 2005 2032 28 Under construction

Aunor

1999 2001 2029 22 In operation

Guadalmetro

2003 2006 2038 35 Under construction

Euroglosa 45

1998 2002 2027 23 In operation

Acega

1999 2003 2074 70 In operation

Henarsa (R-2)

2000 2003 2025 21 In operation

Accesos Madrid (R3/R5)M50

1999 2004 2049 45 In operation

Autopistas Madrid Sur (R-4)

2000 2004 2065 62 In operation

Eje Aeropuerto

2002 2004 2028 28 Under construction

Lusoponte

1994 1996 2030 23 In operation

Autoestrada do Atlantico

1998 1998 2028 24 In operation

Via Litoral

2000 2000 2025 21 In operation

Triangulo do Sol

1998 1998 2018 14 In operation

Via Norte

1998 1998 2018 14 In operation

* End of the concesion pending on the achievement of some acumulated income.

Management Co-management Participated

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Group’s concessions: Total investment

Capital employed of each of the concessions

Mn Euros

Management grade Concession % of atributtable shareholding (1) Capital employed (Net fixed assets) (2) Attributable capital employed (1)X(2) Investment (Attributable) Attributable Equity Itínere/Somague Investment* Audasa 50.0% 1,429.0 714.5

• 216.5

Audenasa 25.0% 291.0 72.8

• 48.4

ENA 810.8 Aucalsa 50.0% 627.0 313.5

• 171.4

Autoestradas de Galicia 50.0% 119.6 59.8

• 14.5

Los Lagos 94.1% 20.41 192.0

• 74.3

52.3 El Elqui 72.7% 188.3 136.8

• 60.7

47.4 Valle Chacabuco** 100.0% 0.0 0.0 163.0 0,0 0,0 Avasa 50.0% 1,164.1 582.0

• 141.7

220.7 Rutas del Pacifico 50.0% 324.8 162.4

• 47.5

33.7 Red Vial Litoral Central 50.0% 57.9 29.0 7.1 9.8 9.4 Autopistas Metropolitanas 50.0% 62.1 31.0 176.0 28.3 27.3 Aunor 45.0% 93.0 41.9

• 7.4

6.5 Guadalmetro** 27.8% 86.0 23.9 118.5 24.0 23.9 Euroglosa 45 33.0% 92.6 30.6

• 7.4

6.3 Acega 7.9% 266.6 21.0 2.3 (P) 2.3 Henarsa R-2 7.5% 487.5 36.6

• (P)

5.2 Accesos Madrid (R3/R5)M50 12.6% 713.7 89.8

• 24.0

24.0

• Autop. Madrid Sur R-4

5.0% 495.6 24.8

• 7.6

including ENA

Affiliates

Eje Aeropuerto 10.0% 120.6 12.1 19.0 3.1 including ENA Lusoponte* 17.2% 777.6 133.8

• 8.3

11.2 Autoestrada do Atlantico* 20.0% 482.4 96.5

• 4.2

24.5 Via Litoral* 12.0% 324.3 38.9

• 1.9

0.9 Triangulo do Sol* 40.0% 18.9 7.6

• 6.7

3.4 Via Norte* 12.4% 11.0 1.4

• 2.3

2.4

TOTAL

8,438 2,852 486 913 1,312

*Somague considered at 100% stake. Includes acquisition debt of Enaitinere and Avasacyr for €774.8 Mn as of Dec. 03 **Valle Chacabuco was established in February 2004, without construction investment as of Dec. 03. Line 1 of Sevilla underground started its construction in January 2004.

Co-management Management

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Group’s concessions: Financing Structure

Concessions profile as a public service allows a high use of external financing, linked to the cash flow generation of each project (99% of the debt is project finance). 79.7% of Itinere debt is guaranteed and enjoys a long maturity, which permits a sound financial matching with assets it finances. In June 2004 two bond issues where placed (Audasa and Aucalsa) for 364 Mn Euros with 10 years maturity at an effective rate of 4.86% (benchmarking debt at 4.4%). This means increasing the debt maturity to more than 5 years to 78.3% of the total.

Itinere consolidated endebtness as of Dec. 03 Mn Euros Type Amount Currency Average Issue Financial cost 04-08 >09 Loans 915.9 Loans and others 1,509.3 Short term debt Loans 188.9 Loans and others 124.9 TOTAL 2,739.0 35.0% 65.0% *Foreign debt breakdown: 245.8 Mn € in $ 150.3 Mn € in Chilean Pesos 18.0 Mn € in japaneseYens Euros: 3.48%/5.14% Yen: 2.52% $US: 2.15%/Eb+175 UF:2.76%/Eb+175 Vencimiento en % Long term debt Euros 85%, 15% others* 646.2 1,779.0 313.7

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Group’s concessions: Geographic distribution (Itinere/Somague)

Capital employed by geographic area (Concessions fixed assets at 100%) Dec.03 Investment by geographic area (Attributable investment cost in concessions) Dec.03

Domestic market has a dominant weight, with more than 70% of total invested capital and 83% of the equity invested by Itinere.

Spain 70.6% Portugal 19.0% Chile 10.0% Brazil 0.4% Spain 83.0% Brazil 0.4% Chile 13.8% Portugal 2.8%

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Group’s concessions: Total investment

Mn Euros

Investment in concessions Consolidated data 1000 2000 3000 4000 5000 1997* 1998 1999 2000 2001 2002 2003

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Group’s concessions: Income by geographic distribution

Distribution by geographic area (data as of Dec. 03)

Mn Euros

Consolidated income* % vs/ Total Consolidated Ebitda % vs/ Total Audasa 101.3 36.1% 84.6 36.7% Audenasa 30.6 10.9% 23.3 10.1% Aucalsa 27.5 9.8% 18.4 8.0% Autoestradas de Galicia 9.4 3.3% 4.2 1.8% Avasa 57.8 20.6% 62.9 27.3% Euroglosa 45

• Spain

Acega

• Henarsa (R-2)
• Accesos Madrid (R3/R5)M50
• Autopistas Madrid Sur (R-4)
• Eje Aeropuerto
• Guadalmetro
• Aunor

4.7 1.7% 3.9 Subtotal 231.3 82.3% 197.2 85.6% Lusoponte

• Autoestrada do Atlantico
• Via Litoral
• Subtotal
• 0.0%
• 0.0%

Los Lagos 17.4 6.2% 11.6 5.0% El Elqui 17.2 6.1% 12.4 5.4% Chile Valle Chacabuco

• Rutas del Pacifico

14.5 5.2% 8.0 3.5% Red Vial Litoral Central 0.5 0.2% 1.1 Subtotal 49.6 17.7% 33.1 14.4% Brazil Triangulo do Sol

• Via Norte
• Subtotal
• 0.0%

0.0% TOTAL 280.9 100% 230.3 100%

*ENA full year

Portugal

16 Spain 82.3% Chile 17.7% Spain 85.6% Chile 14.4%

Group’s concessions: Income and Ebitda geographic breakdown

Income (Dec. 03)* Ebitda (Dec. 03)* The weight of the domestic concessions is significant, with a key role for Audasa and Avasa, that amounted to 56.6% of the income and 64.0% of the Ebitda in 2003.

*Ena consolidated full year

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The contractual framework for price revision is set on yearly basis and according to the following system by geographic area: Spain: Central Admnistration concessions: Annual revision according to interannual CPI registered from October last year and adjusted by the traffic level generated in the period. Regional Administration concessions: Annual revision according to interannual CPI registered last year. Portugal: Annual revision according to each Law decree in force ruling each concession, with a maximun of 90% of previous year registered CPI. Chile: annual revision, according to interannual registered CPI, at the month in which the concession started operations (possible additional revisions related to levels of roads congestions and increases higher than average CPI of the period). Brazil: annual revision according to the annual CPI change. Some concessions includes correction exchange rate factor with USD.

Group’s concessions: Tariff framework

• II. Concessions in operations

Description Key actions Financing Valuation

II: Concessions in operations:

A-SPAIN

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Sector framework

Regulator/concessionaire. The Ministry for Public Works is the public body that awards more

• concessions. Regional governments also have the power to develop it. The dominant system is

toll on drivers, however regional governments have used also shadow tolls in some areas. Legal framework: Concession contract includes the development, financing, exploiting, and mantaining of the transport infrastructure, subject to the compromise of economic-financial balance along all their life. Tariff regulator: The awarding administration authorized each year the revision index applicable as from 1, January of every year, in line with the average y-o-y CPI registered at October last year. Supervision in the fullfilling of the concessional framework corresponds to the Public Council for Roads Concessions, within Public Works Ministry. Public control includes, among other activities, the annual accounting censorship, right of access to Board of Director meetings, authorization for capital and debt issues, internal codes of service degree and annual revisions of the maintenance conditions of the infrastructure.

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Sector volume and competitive position of Itinere

Sector breakdown in Spain: At the end of 2003 the sector had 2,614 Km in toll highways in operation, of which SyV-Itinere held a 20.8% stake.

SPAIN Km in operation. (atributtable) SyV-Itinere 20.8% Abertis 50.0% Cintra 6.8% Others 22.4% SPAIN 2003 Income

SyV-Itinere 20% Cintra 10% Otros 10% Abertis 60%

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II.A.1 AUDASA GENERAL INFO

Starting date: October 16, 1973 Status: in operation. Location: AP-9, Ferrol and Tuy access (215 Km.) as a link between the atlantic dorsal of Galicia and Portugal. Life of the concession: 75 years End date: August 18, 2048 SyV acquired 50% of the capital in October 2003 through the acquisition of its head at 100%, ENA. Other shareholders that participate indirectly through ENA: SCH: 20%, Torreal: 15%, Caixa Galicia: 10%, Caixa Nova: 10% and Caja Almonte: 5%.

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II.A.1 AUDASA LOCATION

AP-9 215.1 Km.

Tuy

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II.A.1 AUDASA DESCRIPTION

Key data: Activity: construction, maintenance and operation of the highway that connects the north with the south of the atlantic façade of Galicia with 215 Km (Ferrol- Portugal), and connects A-3 portuguese highway with Lisboa. The concession was awarded at the end of 1.973 with the first strecht in operation between A Barcala and Santiago North in 1979. The orography of the area, with 453 passages, 103 bridges and viaducts and 7 tunnels, make this highway an irreplaceable infrastructure for the strong traffic registered in the area, which has the biggest socio-economic activity of Galicia region. In 2000 an additional strecht was awarded (North access to Ferroll) and the concessional period was extended until 2048 (up to 75 years). This strecht was opened, together with the Rebullón strecht (linking to the portuguese frontier), at the end of 2003. This was followed by a negotiated discount in the average tariff of 7%, which is compensated by the Administration annualy.

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88/03 Income Perfomance (Mn €)

10 20 30 40 50 60 70 80 90 100 110

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

88/03 ADT Performance

7.000 9.000 11.000 13.000 15.000 17.000 19.000 21.000 23.000

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

II.A.1 AUDASA INCOME

Uses and traffic structure (2003): Average daily traffic: 21,958 vehicles Average daily car volume: 146,474 vehicles Average journey covered by vehicle: 23 Km.

CAGR 88/03: 14.83% CAGR 88/03: 6.75%

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II.A.1 AUDASA OPERATING PERFORMANCE

Key operating data: Low seasonality along the year with high use by commutters. User type: 90% light vehicles. Agreements with administrations: 7% discount on North access and 19% in the Southern access (Pontevedra) according to an agreement dated February 2000 (Royal Decree 7/99). Billing system (2003): 37% paid in cash, Audasa card: 22%, electronic system: 11% (implemented since April 2003) and others: 30%. Network economies: control centre shared with Autoestradas de Galicia. Clients management and maintenance services are unified.

Operating results Mn Euros 2003 2002 Change 03/02

Income

101.3 92.4 9.6%

Operating Costs

• 18.7
• 17.2

8.7%

EBITDA

84.6 77.3 9.4%

Depreciation

• 3.9
• 3.3

18.2%

Reversion fund

• 11.2
• 10.2

9.8%

EBIT

69.4 63.7 8.9%

Financial costs

• 36.7
• 31.4

16.9%

Deferred financial Costs

12.8 16.6

• 22.9

Ordinary Profit

55.1 51.8 6.4%

PBT

52.0 52.4

• 0.8%

Tax

• 18.2
• 18.3
• 0.5%

Net profit

33.8 34.0

• 0.6%

Capex

6.5 9.1

• 28.4%

Free Cash flow

29.6 21.8 35.7%

*Including investment in toll system for 4.3 Mn Euros

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II.A.1 AUDASA CAPITAL EMPLOYED

Financing 27% 51% 22% Equity Financial debt Other liabilities 2003 Balance structure Mn Euros Investment Financing Highway investment 1,428 Equity 433 In operations 1,428 Financial debt 806 In progress Reversion fund 151 Deferred expenses 98 Other liabilities 191 Other assets 56 TOTAL 1,582 TOTAL 1,582

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II.A.1 AUDASA FINANCING STRUCTURE

In 2003 fixed rate debt amounted to 92.4% of the total. In june 2004 were issued 134.6 Mn Euros (10 years maturity) at 4.89% effective rate (risk free rate at 4.4%). This has allowed to increase debt maturity above 2008 up to 72% of the total.

Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures 658 Euro Loans and others 140 Euro/swiss Fr** Short term debt Debentures 3 Euro Loans and others 5 Euro TOTAL 806 4.03% 29.4% 70.6%

*Do not include non-interest bearing prepayments of the Administration for 118.8 Mn Euros. **7.9 Mn Euros

Long term debt Maturity in 4.00% 5.07% 229.3 8 569.7 Consolidated debt structure(100%)

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II.A.2 AUDENASA GENERAL INFO.

Starting date: July 28, 1973 Status: In operation Location: AP-15, Irurzun-Tudela stretch in Navarra.

Life of the concession: 56 years.

End date: June 30, 2029

SyV acquired 25% of the capital in October 2003 through the acquisition of 50% of ENA,

• wner of 50% of Audenasa and having the management control.

Other shareholders: Gobierno de Navarra, and that participate indirectly through ENA: SCH: 10%, Caixa Galicia: 5%, Caixanova: 5%, Torreal: 2.5% y Caja El Monte: 2.5%

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II.A.2 AUDENASA LOCATION

AP -15

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II.A.2 AUDENASA DESCRIPTION

Key data: Activity: construction, maintenance and operation of the Tudela- Irurzun highway, with a lenght of 112 Km. It connects the North and the South of Navarra and also links with Leizarán highway (Guipúzcoa), La Barranca (Álava) and Avasa’s highway, that covers the Ebro’s high valley. The first stretcht was opened in 1976, between Tafalla and Noain and reached 100% of activity in 1980. The highway has toll subsidies granted by the Government of Navarra. This leads to a higher traffic and is compensated annualy by the administration to the concessionaire. The future Medinaceli-Tudela highway would be an important traffic generator for the road that would become an alternative route to the Irun-Madrid motorway in the movements towards the Centre and South of the Peninsula.

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Income Performance 88/03 (Mn €)

4 9 14 19 24 29 34

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

ADT Performance 88/03

3.000 5.000 7.000 9.000 11.000 13.000 15.000 17.000

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

II.A.2 AUDENASA INCOME

Uses and traffic structure (2003): Average daily traffic: 14,885 vehicles Average daily car volume: 37,763 vehicles Average journey covered by vehicle: 40.2 Km.

CAGR 88/03: 11.56% CAGR 88/03: 10.36%

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II.A.2 AUDENASA OPERATING PERFORMANCE

Operating results Mn Euros 2003 2002 Change 03/02

Income

30.6 27.7 10.2%

Operating Costs

• 7.9
• 7.5

5.7%

EBITDA

23.3 20.8 12.1%

Depreciation

• 2.3
• 2.3
• 2.9%

Reversion fund

• 3.9
• 3.6

11.1%

EBIT

17.0 14.9 14.0%

Financial costs

• 3.1
• 2.7

13.7%

Deferred financial Costs

2.8 2.9

Ordinary Profit

16.7 15.1 10.9%

PBT

16.6 15.1 10.2%

Tax

0.0 0.0

Net profit

16.6 15.1 10.2%

Capex

2.1 2.4

• 13.6%

Free Cash flow

17.9 15.7 7.3%

Key operating data: Low seasonality, with a minimum in January (82%) and a peak in July (113%). User type: high use by heavy vehicles, (24%) and 76% of light traffic. Agreements with administrations: Toll discounts on heavy vehicles and for regular users, compensating the turnover effect according to CPI and monthly traffic registered in the corridor. Billing system: 71% through electronic system.

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II.A.2 AUDENASA CAPITAL EMPLOYED

Financing 58% 28% 14%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 290 Equity 194 In operations 287 Financial debt 95 In progress 3 Reversion fund 36 Deferred expenses 20 Other liabilities 9 Other assets 24 TOTAL 334 TOTAL 334

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II.A.2 AUDENASA FINANCIAL STRUCTURE

In 2003 the debt at fixed rate amounted to 99.1% of the total. Debt in foreign currency (50% in Dec. 03) has an exchange rate insurance granted by the central administration. Debt in japanese yens (18 Mn €) was fully repayed with generated cash flow last June 2004.

Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures 75.8 Loans and others 0.8 Short term debt Debentures

• Euro

Loans and others 18.0 Euro TOTAL 94.6 2.89% 99.1% 0.9%

*13.3 Mn Euros are in swiss francs.

18.0 2.15 Long term debt maturity 75.8 0.8 3.10 2.15

Euro/swiss franc

Euro Consolidated debt structure (100%)

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II.A.3 AUCALSA GENERAL INFO

Starting date: October 17, 1975 Status: In operation. Location: León-Campomanes stretcht, in the border area between Castilla-León and Asturias. Life of the concession: 75 years End date: October, 17, 2050 SyV acquired 50% of the share capital in October 2004 through the 50% acquisition of ENA, owner at 100% of the concession. Other shareholders that participate indirectly through ENA: SCH: 20%, Torreal: 5%, Caixa Galicia: 10%, Caixanova: 10% and Caja El Monte: 5%

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II.A.3 AUCALSA LOCATION

AP-66 88.5 Km.

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II.A.3 AUCALSA DESCRIPTION

Key data: Activity: construction, maintenance and operation of the Castilla-León and Asturias concession between León y Campomanes with a lenght of 88.5 Km. The highway goes through the Cantabric mountain chain through 7 tunnels and one viaduct that makes it a fast route without competition in the connection between Asturias and the Centre and South of Spain. In 1983 the first stretch was opened, reaching 100% of operation in June 1997, after the construction of different tunnels. In 2000 the concession contract was modified, increasing the concessional life up to the legal maximun of 75 years, corresponding to October, 17, 2050. Furthermore, there was an agreement to apply a discount of 7% over toll tariffs, which is compensated annually by the public administration.

39 ADT Performance 88/03

2.700 3.700 4.700 5.700 6.700 7.700 8.700

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Income Performance 88/03 (Mll de €)

5 10 15 20 25 30 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

II.A.3 AUCALSA INCOME

Uses and traffic structure (2003): Average daily traffic: 8,048 vehicles Average daily car volume: 8,770 vehicles Average journey covered by vehicle: 71.4 Km.

CAGR 88/03: 9.68% CAGR 88/03: 7.09%

40

II.A.3 AUCALSA OPERATING PERFORMANCE

Operating results Mn Euros 2003 2002 Change 03/02

Income

27.53 25.86 6.5%

Operating Costs

• 9.51
• 9.11

4.4%

EBITDA

18.44 17.19 7.3%

Depreciation

• 2.46
• 2.40

2.6%

Reversion fund

• 4.95
• 4.79

3.4%

EBIT

11.03 10.00 10.3%

Financial costs

• 9.36
• 12.61
• 25.8%

Deferred financial Costs

5.77 11.34

• 49.15%

Ordinary Profit

7.44 8.73

• 14.8%

PBT

7.42 8.48

• 12.5%

Tax

• 2.60
• 2.97
• 12.5%

Net profit

4.83 5.51

• 12.5%

Capex

1.99 2.58

• 22.9%

Free Cash flow

4.48

• 1.22

467.2%

Key operating data: High seasonality of the concession. Peaks in weekends and in holiday seasons (up to 170%). User type: balanced distribution between light (84%) and heavy vehicles (16%). Agreements with administrations: In 2000 Central administration agreed a 7% discount over toll prices, being compensated annually to the awardee. Open toll system. Network economies: recent opening of Leon-Benavente highway has notably increased the traffic, due to the improvement in the movements from north coast to south/centre Spain.

41

II.A.3 AUCALSA CAPITAL EMPLOYED

Financing 46% 38% 16%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 627 Equity 343 In operations 627 Financial debt 283 In progress Reversion fund 50 Deferred expenses 102 Other liabilities 68 Other assets 15 TOTAL 744 TOTAL 744

42

II.A.3 AUCALSA FINANCIAL STRUCTURE

In 2003 the fixed rate debt amounted 17.9% of the total. In June 2004 were issued 229.4 Mn Euros of 10 years bonds at an effective cost of 4.84% (risk free rate at 4.4%). This has led to an increase of the maturity beyond 2008 up to 82.1%

• f total debt.

Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures 51 Euro Loans and others 2 Euro Short term debt Debentures 186 Euro Loans and others 44 Euro TOTAL 283 3.43% 98.9% 1.1%

*Is not including payable advances (with no interest) of the administration for 51.8 Mn Euros. Adjusting the cost would be 2.89%.

2.50% 229.4 Long term debt maturity 4.30% 50.6 3 4.21% 4.25% Consolidated debt structure (100%)

43

II.A.4 AUTOESTRADAS DE GALICIA GENERAL INFO.

Starting date: March, 30, 1995. Status: In Operation. Location: Atlantic Coast of Galicia, in two different stretches in Rias Altas and in Rias Bajas. Life of the concession: 50 years. End date: February, 1, 2045 SyV acquired 50% of the capital in October 2003 through de 50% acquisition of ENA Group, owner of 100% of Autoestradas de Galicia.

Other shareholders that participate indirectly through ENA: SCH: 20%,

Torreal: 5%, Caixa Galicia: 10%, Caixanova: 10%, Caja El Monte: 5%

44

II.A.4 AUTOESTRADAS DE GALICIA LOCATION

AG-55 32.6 Km. AG-57 25.0 Km.

BAYONA

45

II.A.4 AUTOESTRADAS DE GALICIA DESCRIPTION

Key data: Activity: construction, maintenance and operation of two highways located between A Coruña-Carballo (AG-55) and Puxeiros-Val Minor (AG-57), that conects the Atlantic vertical highway with areas of high density of population in the High and Low coastal areas of Galicia, respectively. AG-55 was opened to traffic in 31st December 1997 and the south tranch (AG-57) in May 1999. AG-55 highway is used as a connecting corridor in Bergantiños shire betweem A Coruña and Carballo, in a stretch of 32.6 Km. AG-57 highway connects Puxeiros – Val Miñor, located in the metropolitan area of Vigo, along the municipality of Val Miñor in Pontevedra in a stretch of 25 Km.

46

Income Performance 97/03 (Mn €)

1 2 3 4 5 6 7 8 9 10

1997 1998 1999 2000 2001 2002 2003

ADT Performance 98/03

6.700 7.200 7.700 8.200 8.700 9.200 9.700 1998 1999 2000 2001 2002 2003

II.A.4 AUTOESTRADAS DE GALICIA INCOME

Uses and traffic structure (2003) Average daily traffic: 9,528 vehicles Average daily car volume: 22,773 Average journey covered by vehicle: 14.7 Km.

CAGR 97/03: 19.33% CAGR 98/03: 4.97%

Opening of north stretch Consolidation of north and south stretch (latter with lower traffic)

47

II.A.4 AUTOESTRADAS DE GALICIA OPERATING PERFORMANCE

Key operating data: Seasonality: High use in labour days and in summer season in the southern stretch. User type: 94% of light vehicles Agreements with administrations: Billing system: Close toll access Network economies: It is the natural extension of Audasa, with which shares roads maintenance and traffic control centre.

Operating performance Mn Euros 2003 2002 Change 03/02

Income

9.39 8.45 11.2%

Operating Costs

• 5.22
• 4.37

19.5%

EBITDA

4.23 4.22 0.2%

Depreciation

• 1.20
• 1.07

12.1%

Reversion fund

• 1.67
• 1.51

10.6%

EBIT

1.30 1.58

• 17.8%

Financial costs

0.38 0.44

• 14.0

Deferred financial Costs

0.61 0.54 12.8%

Ordinary Profit

2.29 2.56

• 10.7%

PBT

2.58 2.58 0.1%

Tax

• 0.80
• 0.9
• 10.7%

Net profit

1.78 1.68 5.8%

Capex

2.2 2.1 4.9%

Free Cash flow

1.9 1.7 10.9%

*Includes capital subsidies transferred to results

48

II.A.4 AUTOESTRADAS DE GALICIA CAPITAL EMPLOYED

Other liabilities include 68.6 Mn Euros of capital subsidies.

Financing

20% 11% 69% Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 125 Equity 29 In operations 125 Financial debt 15 In progress 0.0 Reversion fund 9 Deferred expenses 3 Other liabilities 90 Other assets 15 TOTAL 143 TOTAL 143

49

II.A.4 AUTOESTRADAS DE GALICIA FINANCIAL STRUCTURE

In 2003 a 99.3% of the debt was at fixed rate.

Consolidated debt structure(100%) Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures Loans and others 15.1 Euro Short term debt Debentures Loans and others TOTAL 15.1 3.91% 33.1% 66.9% maturity 3.91% 5 10.1

• Long term debt

• II. Concessions in operation:

Ena Acquisition

51

Ena’s acquisition operation History

In May 2003 Itinere led, with a 50% stake, the consortium which was awarded for the privatization of Ena Group, consolidating its position as 2nd group in management of highway concessions in Spain. ENA’s concessionaire companies contributed with 474 km in operation and has allowed Itinere to reach a market share of 20.8% of toll highways sector in Spain. Itinere acquisition price amounted to 813 Mn Euros, distributed in 600 Mn Euros of debt and 213 Mn in equity. Its acquisition, completed in October 2003, produced the creation of Enaitinere as the intermediary vehicle for the ownership and financing of the operation, serviced by the cash flows generated by Ena Group.

52

Ena’s acquisition operation Ownership Structure

ITINERE

Ena Itinere Caixa Galicia* SCH* Caixanova* TOrreal*

• C. El Monte*

Ena, S.A.

Group Companies Other Affiliates Audasa 100 % Audenasa 50% Aucalsa 100% Autoestradas Galicia 100% 100% 50% 10% 20% 10% 5 % 5% *Shareholding through intermediary financing companies

53

Ena’s acquisition operation Financing

The operating financial structure of Ena acquisition is completely connected to the cash flow generation of its concessionaire companies, but its financing structure, credit quality and free cash flow capacity remains intact. Financing structure of the acquisition vehicle:

Mn € Debt Nature End date Type* Enaitinere 600 loan 2010 Euribor+ 170 p.b. (5 years) sindicated (7 years) Euribor + 190 p.b. (rest of the years)

*10 years SWAP coverage signed for 480 Mn € at 3.76%

Enaitinere debt is connected to Ena Group, which has a high income generation recurrency, a debt service coverage and a strong financing due to the nature of the business.

54

Ena’s acquisition operation 2003 Balance Sheet

Ena enjoys of an outstanding free disposition cash flow generation capacity to cover with sufficiency the debt service of its head Enaitínere.

*Adjusted full year

The Ebitda of Ena Group is forecasted to grow between a 90%-100% for 2010, against a balanced financial cost of Enaitínere due to the existent coverage.

ENAITINERE EXTERNAL DEBT SERVICE 1st year (2004) 5th year(2008) 7th year (2010) (1) Free equity generated Ena 24.20 36.42 55.64 (2) Enaitinere financial cost* 22.50 22.60 21.20 (3)

Enaitinere coverage 1.07 1.61 2.62

ENA: 2003 Balance structure Mn Euros Investment Financing Highway investment 2,448 Equity 982 In operations 2,445 Financial debt 1,195 In progress 3 Reversion fund 247 Deferred expenses 223 Other liabilities 442 Other assets 195 TOTAL 2,866 TOTAL 2,866 Net Debt = 1.12 Equity Ebitda = 3.07 times Financial expenses*

* Adjusted by capitalized and deferred expenses.

55

II.A.5 AVASA GENERAL INFO.

Starting date: November, 3, 1973 Status: In operation Location: Bilbao-Zaragoza (295 Km.), as a link between the Mediterranean sea and the Vizcaya gulf. Life of the concession: 53 years End date: November, 3, 2026 SyV acquired the 50% of the capital in October, 2000

Other shareholders: Abertis 50%

56

II.A.5 AVASA LOCATION

AP-68 294.4 Km.

57

II.A.5 AVASA DESCRIPTION

Key data: Activity: construction,maintenance and operation of the longest toll highway in Spain between Bilbao and Zaragoza (295 Km.) as a link between the mediterranean coast, Ebro valley and Viscay bay. In 2000 an agreement reached with the adminitration resulted in an extension of the concessional period with a reduction of tariffs (period extended>15 years and tariffs cut <30%). This produced a profitable impact for Avasa, that allowed to recover the level of income ex-agreement only in a period of two years, backed on the strong increase experienced in traffic volumes. Besides, after the purchase, Avasa funding was restructured. Total financing amounted to 1,017 Mn €, of which 207 Mn € corresponded to Itinere, other 207 Mn € to Iberpistas/Abertis with the remaining left as debt held in Avasa. Avasa participates in some concessions as minority shareholder: Madrid Radial-2 (connection between N-1 and Guadalajara city).

58 ADT Performance 88/03

5.000 6.000 7.000 8.000 9.000 10.000 11.000 12.000 13.000 14.000 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Income Performance 88/03 (Mn €)

40 50 60 70 80 90 100 110 120

1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Uses and traffic structure (2003): Average daily traffic: 12,843 vehicles. Average daily car volume: 62,409. Average journey covered by vehicle: 60.6 Km.

II.A.5 AVASA INCOME

Year 2000: Renegociation of the concessional framework CAGR 88/03: 5.30% CAGR 88/03: 6.39%

59

II.A.5 AVASA OPERATING PERFORMANCE

Key operating data Seasonality of the concession.Intense traffic volumes in the nort area, Bilbao- Mirada de Ebro (>25.000 ADT) and lower in the southeast. Traffic peaks in summer season. User type:14% heavy traffics, mainly in the north section. Closed toll system, with fiber optic along all the road Billing system: Avasa debit card and electronic collection system available as from October 2004

Operating results (50% consolidated) Mn Euros 2003 2002 Change 03/02

Income

59.1 55,1 7.3%

Operating Costs

• 11.3
• 10,7

5.9%

EBITDA

47.8 44,4 7.5%

Depreciation

• 0.8
• 0,6

35.0%

Reversion fund

• 9.2
• 8,6

7.1%

EBIT

37.7 35,2 7.1%

Financial costs

• 16.9
• 18,0
• 5.8%

Deferred financial Costs

8.6 9,3

• 6.7%

Ordinary Profit

29.4 26,5 11.0%

PBT

29.5 26.5 11.5%

Tax

• 9.5
• 8.6

10.3%

Net profit

20.0 17.9 12.0%

Capex

3.72 5.0

• 24.8%

Free Cash flow

17.7 12.9 37.4%

60

II.A.5 AVASA CAPITAL EMPLOYED

Financing

28% 59% 13%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 1,147 Equity 284 In operations 1,147 Financial debt 611 In progress Reversion fund 566 Deferred expenses 364 Other liabilities 80 Other assets 31 TOTAL 1,542 TOTAL 1,542

61

II.A.5 AVASA FINANCIAL STRUCTURE

The acquisition of Avasa was made through the instrumental company Avasacyr, 100%

• wned by Itinere.

Avasa debt Structure (50% consolidated) Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures Loans and others 283.0 Euro Short term debt Debentures Loans and others 22.7 Euro TOTAL 305.7 5.20% 15.0% 85.0% Avasacyr (100%) 259.8 22.7

• maturity

Long term debt Long term debt Loans and others 167.3 Euro 5.41% 32.9% 67.1% 23.2

62

II.A.6 AUNOR GENERAL INFO.

Starting date: September, 1, 1999. Status: In operation. Location: Alcantarilla- Caravaca de la Cruz section in Murcia region (southeast of Spain). Life of the concession: 30 years. End date: September, 8, 2029 SyV owns 45% of the capital since its constitution. Other shareholders: Grupo OHL: 45% and BBVA: 10%

63

II.A.6 AUNOR LOCATION

Caravaca Alcantarilla

64

II.A.6 AUNOR DESCRIPTION

Key data: Activity: construction, maintenance and operation of Murcia Northwest highway, through the extension and widening of Alcantarilla- Caravaca section which has a lenght of 62 km. This highway was awarded by the regional government of Murcia. It is a shadow toll system, which includes a tariff mecanism with minimum guaranteed income, refered to traffic volume ranges registered from Band 1 to Band 3. Bands performance are calculated on year basis. Its running structure shows a decreasing charge per vehicle in Band 2 and free as Band 3 is reached. 2003 Tariffs structure (Mn vehicles/Km.)

Veh/Km. Price € Veh/Km. Price € Band 1 130 0.064 13 0.079 Band 2 136,5 0.046 13.65 0.057 Band 3 200 0.000 20 0.000 Light vehicles Heavy vehicles

65

II.A.6 AUNOR OPERATING PERFORMANCE

Key operating data: Concession seasonality: Stable traffic levels along the year with a soft low in

• August. ADT grew 17.5% in 2003 vs 2002,

first year at full operation, to 9,881 vehicles. User type very regular, with a 16% of heavy vehicles and low variation in different year seasons. Agreements with administrations: Murcia Regional Governement provides a minimum guarateed income of 276 Mn Euros during concession life

Operating performance (45% consolidated) Mn Euros 2003 2002 Change 03/02

Income

4.66 4.19 11.2%

Operating Costs

• 0.81
• 1.09
• 26.1

EBITDA

3.86 3.51 9.9%

Depreciation

• 0.96
• 0.95

1.0%

Reversion fund

• 1.14
• 1.18
• 3.5%

EBIT

1.76 1,38 27.3%

Financial costs

0.29

• 1.49
• 14.6%

Deferred financial Costs

0.29 0.65

• 56.3%

Ordinary Profit

0.78 0.55 41.2%

PBT

0.83 0.56 48.9%

Tax

• 0.29
• 0.19

49.1%

Net profit

0.54 0.36 48.9%

Capex

0.85 1.01

• 15.4%

Free Cash flow

1.50 0.83 80.2%

66

II.A.6 AUNOR CAPITAL EMPLOYED

Financing 15% 59% 26%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 97 Equity 16 In operations 97 Financial debt 64 In progress Reversion fund 5 Deferred expenses 2 Other liabilities 23 Other assets 10 TOTAL 109 TOTAL 109

67

II.A.6 AUNOR FINANCIAL STRUCTURE

Consolidated debt structure(100%) Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures Loans and others 27.7 Euribor+ 115 2.7 25.0 Short term debt Debentures Loans and others 1.2 Euribor+ 115 1.2

• TOTAL

28.9 4.88% 13.6% 86.6% Long term debt maturity Euro

• II. Concessions in operations:

B-CHILE

69

2003 Macro economic performance. Best position in South America. Sustained economic growth (GDP +3.3%). Public deficit under control (03: 1%), low interests rates (2.25%), inflation (1,1%) and developed fnancial system (57% private credit/GDP), with solid presence of international financial institutions. Sector framework. Ruler/concessionaire: tendering and control of all types of infrastructure concessions corresponds to the Ministry for Public Works that published its first Concessions Law in

• 1991. It supervises concessions development through the General Coordination Unit for

awardee groups. Contractual framework: Law of concessions number 19.460 on year 1.996, states the principle of economic-financial balance, due to its nature of public service. It includes guaranteed income for some projects, reimboursement mecanisms, advanced cancellation and exchange rate risk coverage (previous to the consolidation of the domestic financial and savings system). Tariff regulator: The Ministry for Public Works generally applies an annual tariff revision, equivalent to the last year CPI. The tariffs are rated on “Unidades de Fomento” (U.F, constant Chilean peso currency). This implies prices annual revision reflects the deviation between the current Peso and the U.F.

Sector Profile

70

The sector has 1,870 Km. of toll highways, with a market share for SyV-Itinere of a 23%. Chile - Km. Under management

Others 42% Ohl 14% Cintra 21% Itinere- SyV Group 23%

Sector volume and Itinere competitive position

71

II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT GENERAL INFO

Starting date: September, 20, 1998 Status: In operation. Location: Río Bueno-Puerto Montt strecht of the panamerican highway, in the Centre- South of Chile. Life of the concession: 25 years. End date: September, 20, 2023 Itinere owns 88.1% of direct stake and 5.9% atributtable through the 11.9% stake of Ena Group. Other shareholders: Ena minorities: 5.9%

Concesionaria de Los Lagos S.A.

72

II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT LOCATION

Concesionaria de Los Lagos S.A.

130.6 Km.

73

II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT DESCRIPTION

Concesionaria de Los Lagos S.A.

Key data: Activity: construction, manteinance and operation of Ruta 5 pan american highway in the section between Río Bueno and Puerto Montt, which includes Puerto Montt city bypass, with a total lenght of 130.6 Km. The highway it is an interurban double lane road which runs accross Los Lagos region, the third most populated of Chile (1.8 Mn inhabitants) and has 2 main access and 12 side access. The economic- financial plan is set in U.F. (Unidades de Fomento) that adjust the inflation into the concession income stream and is calculated on monthly basis.

74

II.B.1 II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT INCOME

Concesionaria de Los Lagos S.A.

The structure of the guaranteed income and subsidies ensures up to a 67% of the total expected income in the concession life:

Income insurance structure vs/ total Forecasted toll income+ subsidies: (1) 100% Public subsidies: (2) 38.18% Minimun guaranteed income (M.G.I): (3) 28.93% (Subsidy+ M.G.I./Total forecasted income) (2)+(3) 67.11% *A 67.11% of the total forecasted income is guaranteed by the public administration. Operating performance (since concession opening) Mn Euros 2.001 2.002 2.003 03/02

ADT

n.a. 3,778 3,850 1.9% INCOME (Chilean Peso Mn) 771 11,583 13,631 17.7%

75

II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT OPERATING PERFORMANCE

Concesionaria de Los Lagos S.A.

Key operating data: Significant concession seasonability during summer months, up to 150%, and in Puerto Montt by pass. User type: High percentage of heavy vehicles (30%), due to regional industrial activity. Open toll system with two main gates (North/south) and 12 side access Agreements with administrations: Minimum guaranteed income of 8.1 Mn U.F, with a yearly increasing subsidy of 10.7 Mn U.F. USD exchange rate insurance with a free variation range of +-/10% (This produced 18.4 Mn € of positive exchage differences in 2003)

Operating performance (100% consolidated) Mn Euros 2003 2002 Change 03/02

Income

17.4 26.2

• 33.4%

Operating Costs

• 5.8
• 14.0
• 58.7%

EBITDA

11.6 12.2

• 4.2%

Depreciation

• 5.3
• 6.0
• 10.9%

Reversion fund

• 0.9

0.0

EBIT

5.5 6.2

• 11.7%

Financial costs

17.4

• 5.6
• 411.2%

Deferred financial Costs

1.3 1.4

• 4.8%

Ordinary Profit

24.1 2.0 1,110.7%

PBT

24.2 1.0 2,228.2%

Tax

• 4.2
• 0.7

534.2%

Net profit

20.0 0.4 5,153.2%

Capex

• Free Cash flow

10.6 12.8

• 17.2%

*Maintenance costs recognized as costs of the period.

76

II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT CAPITAL EMPLOYED

Concesionaria de Los Lagos S.A.

Financing 36% 61% 3%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 204 Equity 79 In operations 204 Financial debt 134 In progress 0.0 Reversion fund 2 Deferred expenses 8 Other liabilities 5 Other assets 8 TOTAL 220 TOTAL 220

77

II.B.1 RUTA 5: RÍO BUENO - PUERTO MONTT FINANCIAL STRUCTURE

• Exchange rate insurance between constant peso (U.F) and US $ granted by the public

administration, with a franchise of 10% and during all the life of the concession.

Concesionaria de Los Lagos S.A.

Consolidated debt structure(100%) Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures Loans and others 126.9 48.9 78.0 Short term debt Debentures Loans and others 7.1 7.1

• TOTAL

134.0 41.8% 58.2% US $ Libor 1 year+1.3% (Dec. 03: 2.76%) Long term debt maturity

78

II.B.2 RUTA 5: LOS VILOS - LA SERENA GENERAL INFO.

• Starting date: December, 16, 1997.
• Status: In operation
• Location: Los Vilos – La Serena strecht of the panamerican highway, in the Centre-

north of Chile.

• Life of the concession: 25 years.
• End date: December, 16, 2022
• SyV created the company after the awarding of the concession and controls a 72.6%

stake.

• Other shareholders: Abertis: 25% and Epsa: 2.3%.

Concesionaria del Elqui S.A.

79

II.B.2 RUTA 5: LOS VILOS - LA SERENA LOCATION

Concesionaria del Elqui S.A.

228.7 Km.

80

II.B.2 RUTA 5: LOS VILOS - LA SERENA DESCRIPTION

Concesionaria del Elqui S.A.

Key data: Construction, maintenance and operation of Ruta 5, in the strecht Los Vilos- La Serena, with a lenght of 229 Km. The highway was opened to traffic in 1999 and has two main entries (north and south) and 4 side access. Concession Economic and Financing Plan is denominated in constant chilean pesos, “U.F”, that takes into account consumption inflation of (every month the chilean Ministry of Economy reports the changing value of the U.F ). The concession enjoys an scheme of the minimum guaranteed income and subsidies granted by the chilean government for all its life.

81

II.B.2 RUTA 5: LOS VILOS - LA SERENA INCOME

Concesionaria del Elqui S.A.

The guaranteed income structure and subsidies guarantee up to 85.5% of the total expected income of the concession:

Income insurance structure: vs/ total Forecasted toll income + subsidies: (1) 100% Public subsidies: (2) 44.24% Minimun Income Guaranteed (M.I.G): (3) 41.25% (Subsidy+ M.I.G./total forecasted income) (2)+(3) 85.49% Operating performance (since the beginning of the concession) Mn Euros 2.001 2.002 2.003 03/02 ADT 3,055 3,090 3,045

• 1.5%

INCOME* (Chilean Peso Mn) 6,278 14,419 13,462

• 6.6%

*2002 includes an income of 1.27 Mn Chilean Pesos as a bonus for anticipated opening of the concession operations. Adjusted by this one-off income increased 2.4% in 2003.

82

II.B.2 RUTA 5: LOS VILOS - LA SERENA OPERATING PERFORMANCE

Concesionaria del Elqui S.A.

Key operating data: Seasonability of the concession: High in summer season in the north section and more reduced and stable in the southern area (3,000 veh/day) User type: South section register a higher amount of heavy vehicles (up to 150% out of summer), due to the mining activity in the region. Open toll system. Agreements with administrations: Minimun guaranteed income of 10.8 Mn U.F, subsidies of 11.6 Mn U.F and USD exchange rate insurance with a free variation range of +-/10% (This produced 15.5 Mn € of positive exchange differences in 2003)

Operating performance (100% consolidated) Mn Euros 2003 2002 Change 03/02

Income

17.2 24.3

• 29.0%

Operating Costs

• 4.8
• 7.3
• 33.8%

EBITDA

12.4 17.0

• 27.0%

Depreciation

• 6.1
• 6.8
• 10.5%

Reversion fund

0.0 0.0

• EBIT

6.3 10.2

• 38.0%

Financial costs

14.1

• 5.2
• 369.9%

Deferred financial Costs

1.5 1.5

• 4.8%

Ordinary Profit

21.9 6.4

• 239.4%

PBT

21.8 6.4 240.1%

Tax

• 3.9
• 1.8

112.5%

Net profit

17.9 4.6 290.7%

Capex

• Free Cash flow

10.9 18.0

• 39.4%

*Maintenance costs recognized as costs of the period.

83

II.B.2 RUTA 5: LOS VILOS - LA SERENA CAPITAL EMPLOYED

Concesionaria del Elqui S.A.

Financing 41% 54% 5%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 188 Equity 84 In operations 188 Financial debt 112 In progress Reversion fund 2 Deferred expenses 15 Other liabilities 7 Other assets 2 TOTAL 205 TOTAL 205

84

II.B.2 RUTA 5: LOS VILOS - LA SERENA FINANCIAL STRUCTURE

Exchange rate insurance for constant chilean peso (U.F)/ US $ covered by the Chilean governement with a franchise of +/- 10% during the life of the concession.

Concesionaria de Los Lagos S.A.

Consolidated debt structure(100%) Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures Loans and others 101.3 60.3 41.0 Short term debt Debentures Loans and others 10.6 10.6

• TOTAL

111.8 63.4% 36.6% US $ Libor 1 year+1.3% (Dec. 03: 2.76%) Long term debt maturity

85

II.B.3 RUTAS DEL PACÍFICO GENERAL INFO.

Starting date: August, 31, 1998 Status: In operation. Location: Santiago de Chile - Valparaíso/Viña del Mar section. Life of the concession: variable, conditioned to reaching a total accumulated income amount of 12.26 Mn U.F. End date: expected for 2024. SyV created the company in 2000 with a 50% of the capital. Other shareholders: ACS 50%

Rutas del Pacífico S.A.

86

II.B.3 RUTAS DEL PACÍFICO LOCATION

Rutas del Pacífico S.A.

129 Km.

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II.B.3 RUTAS DEL PACÍFICO DESCRIPTION

Rutas del Pacífico S.A.

Key data: Activity: Construction, maintenance and operation of Ruta 68 that connects Santiago and Valparaíso, with a lenght of 109 Km. It includes the southern stretch of the highway that connects Viña Alemana and Viña del Mar (20 Km.). The end date of the concession is variable and will take place when the updated accumulated value of concession income will reach 12.26 Mn U.F, expected for 2024. In December 2001, an 85% of the concession was opened, sharing toll revenue produced between the Ministry for Public Works, the Concessionaire and the contractors group. This was a premiun granted by the administration for the early completion of the works and start- up of operations. In April 2002 was placed a bond issue of 11.4 Mn U.F, the largest issued in the year in Latin America, which was awarded with many prizes, such as the “Latin American Deal of the year 2002”.

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II.B.3 RUTAS DEL PACÍFICO OPERATING PERFORMANCE

Key operating data: High seasonality in holidays and

• weekends. Average daily traffic grew up

to 13.8% in 2003 vs 2002, first complete year in operations, with 15,968 vehicles.

Concesionaria del Elqui S.A.

User type: Medium level of heavy vehicles, with a 16% of the total. Open toll system, with 6 side access. It is been developed an electronic toll system. Agreement with Administrations. Life concession is subject to reaching a certain level of accumulated income, equivalent to 12.2 Mn U.F.

Operating performance (50% consolidated) Mn Euros 2003 2002 Change 03/02

Income

14.5 23.3

• 37.6%

Operating Costs

• 6.5
• 12.2
• 46.5%

EBITDA

8.0 11.1

• 27.9%

Depreciation

• 3.5
• 1.7

105.5%

Reversion fund

• 0.2

0.0

• EBIT

4.3 9.4

• 53.8%

Financial costs

• 6.9
• 8.9
• 22.9%

Deferred financial Costs

3.3 3.5

• 4.8%

Ordinary Profit

0.8 4.0

• 80.2%

PBT

2.7 4.7

• 43.4%

Tax

• 0.4
• 0.7
• 36.5%

Net profit

2.2 4.0

• 44.5%

Capex

• Free Cash flow

3.0 2.9 2.8%

*Maintenance costs recognized as costs of the period.

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II.B.3 RUTAS DEL PACÍFICO CAPITAL EMPLOYED

Rutas del Pacífico S.A.

Financing 24% 68% 8%

Equity Financial debt Other liabilities

2003 Balance structure Mn Euros Investment Financing Highway investment 335 Equity 95 In operations 335 Financial debt 264 In progress Reversion fund 1 Deferred expenses 18 Other liabilities 13 Other assets 20 TOTAL 373 TOTAL 373

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II.B.3 RUTAS DEL PACÍFICO FINANCIAL STRUCTURE

The concession is funded on a chilean pesos bond issue made in 2002, one of the largest issued in Latin America, with a book value as of December 2003 of 131.9 Mn €.

Rutas del Pacífico S.A.

Consolidated debt structure (50%) Mn Euros Type Amount Currency Average Financial cost 04-08 >09 Debentures 131.9 6%- 6.3% 58.06 73.8 Loans and others Short term debt Debentures

• Loans and others

TOTAL 131.9 6.63% 44.0% 56.0% Long term debt maturity chilean peso

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II.4 OTHER CONCESSIONAIRE COMPANIES Under development and participated

The shareholder value in other concessions, affliliates and under development, amounts to 229 Mn Euros, highlighting Américo Vespucio South in Santiago de Chile, with 108 Mn Euros.

Concession Name NPV (7%) / (Chile 8%) Equity Investment* Added Value

Americo Vespucio Sur 107.9 27.3 80.6 Red Vial Litoral Central 19.2 9.4 9.9 Acceso Nororiente 17.2 0,0 17.2 Neopistas 10.8 6,0 4.8 Operadoras Chile 7.2 0,8 6.3 M-45 12.3 6,3 5.9 Acega 4.7 2,3 2.4 R-2** 12.8 5,2 7.6 Accesos Madrid R3/R5 24.6 24,0 0.7 R-4** 16.5 2.2 14.3 Eje Aeropuerto** 8.5 3.8 4.7 Linea 1 Metro Sevilla 25.6 23,9 1.7

TOTAL 229.5 100.1 148.4 *Equity invested by SyV as of 31 Dec. 03 ** Affiliates through Avasa and Ena Mll Euros

Under management and in progress Affiliates

• III. Financial Outlook

Itinere Valuation

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III. Financial Outlook GRUPO SyV – Itinere Valuation

Itinere has an income portfolio of 54,247 Mn Euros, contained in its concessions with a high operating margin, that reached 72.9% in 2003. Attributable shareholder dividend amounts to 14,623 Mn Euros, to receive during the life of the current concessions, with a present value of 2,000 Mn Euros.

Value of the investment in equity SyV SPAIN (Mn Euros) Discount rates 6.5% 7.0% 7.5% NPV 1,907 1,696 1,522 Investment cost* 329 329 329 Value Added 1,578 1,367 1,193

Value of the investment in equity SyV CHILE

(Mn Euros) Discount rates 7.5% 8.0% 8.5% NPV 330 304 281 Investment Cost* 171 171 171 Value Added 159 133 110

Value of the investment in equity SyV TOTAL* (Mn Euros) NPV 2,236 2,000 1,803 Investment Cost* 500 500 500 Value Added 1,736 1,500 1,303

*Equity invested by SyV.

Value of the investment in equity SyV SPAIN (Mn Euros) Discount rates 6.5% 7.0% 7.5% NPV 1,907 1,696 1,522 Investment cost* 329 329 329 Value Added 1,578 1,367 1,193

Value of the investment in equity SyV CHILE

(Mn Euros) Discount rates 7.5% 8.0% 8.5% NPV 330 304 281 Investment Cost* 171 171 171 Value Added 159 133 110

Value of the investment in equity SyV TOTAL* (Mn Euros) NPV 2,236 2,000 1,803 Investment Cost* 500 500 500 Value Added 1,736 1,500 1,303

*Equity invested by SyV.

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Valuation by beographic area

1,696 304

Spain Chile

III. Financial Outlook SyV – Itinere Group Valuation

Itinere’s residual value is distributed between a 84.8% in domestic concessions and a 15.2% in Chile, the most stable and developed economy in Latin America, where a larger rate of return and additional concessions guarantees are required. Itinere has a significant capacity for value creation, which, in the case of being considered at the light of on-going new concessions awardings, would produce a considerable increase of its value.

Mn Euros

95

III. Financial Outlook SyV – Itinere Group Valuation

Itinere, subsidiary at 100% of SyV, offers an estimated residual value of 2,000 Mn Euros, over 500 Mn Euros of equity invested in existing concessions. High contribution of Itinere to the value of SyV Group, equivalent to 70% of its current market capitalisation. (11.5 €/share). Significant value generation potential, with a capacity to leverage on a large assets volume, backed on high recurrency of its activity, of more than 4,800 Mn Euros as of 31st December 2003. Itinere’s estimated value includes this key assumptions:

• Residual present value of the dividends flow to be paid to SyV, as 100%

shareholder of Itinere, from the existent concessions (granted at Dec. 03).

• Required discount rate (7% Spain, 8% Chile), appropiate to the level of

recurrency, stability and regulatory guarantees, in function of the location of each concession.

• Price revisions adjusted to the foreseeable future level (2% Spain, 2,5% Chile).
• Reasonable traffic assumptions (range of 6%/3% in Spain and 4% in Chile),

against superior historic records registered (Spain: 5%/10%) and relative to Chilean economy performance (70/03 GDP avg. growth: 4.1%).

• IV. Strategy for the future

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IV. Strategy for the future

Target: Consolidate the domestic presence in transport infrastructure concessions and to increase its activity to other geographic areas:

• In the EU expanding to the east of Europe and to emerging countries

with solid financial systems and low political risks, such as Chile, Costa Rica, Brazil and México, with an accurate selection of local partners. Foster its role as platform of expansion for other group areas, taking advantage of the current synergies (construction and services). Increase the exposure to sectors with a high-growth potential in infrastructure concessions such as airports, ports, railways… Consolidate and increase its profile as dominant shareholder and operator of the concessions to be developed in the future.

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IV. Strategy for the future

Competitive strategies: Balanced order book of concessions by geographical area and relative maturity, with an average age of 9 years and remaining life of 33 years. Stringent control of the location risk through the use of local financing and coverage and insurance mechanisms structured project by project. Management team extensive experience (Itinere+Ena). New operational systems with a larger traffic generation (free-flow) and clients loyalty (payment systems, discounts…). Shareholding exchanges with a simplification of the group structure in order to achieve more management and operating control. Value creation potential based on new concessions (target: 2 per year) and potential corporate actions.