COMMUNIQU? JOINT D'ABERTIS ET AUTOSTRADE

Les organes administratifs d'Autostrade et Abertis ont communiqué aujourd'hui leur accord concernant l'impossibilité de continuer avec la fusion qui avait été approuvée au cours de leurs Assemblées générales d'actionnaires respectives le 30 juin 2006, conformément aux termes et conditions définis dans la lettre d'intention signée par les deux sociétés le 23 avril dernier.

Selon cette même lettre, le Conseil d'Administration d'Autostrade proposera aux actionnaires, réunis aujourd'hui pour prendre une décision concernant la distribution du dividende extraordinaire, lequel appartient a la Parité d'échange ou de fusion, qu'ils n'approuvent pas ladite distribution, en raison des circonstances qui font obstacle au bon déroulement de la fusion.

We would recall that the payment of this extraordinary dividend was conditional upon the merger succeeding. Therefore this would only have had an impact on the newco's balance sheet.

This decision by the governing bodies has been reached following the study and valuation of various circumstances which have arisen since the merger was announced on 23 April –confirmed by the shareholders in June- and today.

The situation can be summarised as follows:

1. The lack of authorisation for the merger project which the Lazio Regional Administrative Court recently ruled as necessary. The requirement for this authorisation, which was not included in the legal ordinance at the beginning of the merger process, is based on an opinion issued at a later date by the Privy Council. Autostrade requested authorisation on 5 July 2006 which was subsequently denied in a statement from the ANAS on 5 August.

Once the European Commission authorised the merger on 22 September 2006 and sent a letter to the Italian government on 18 October, the ANAS retracted its decision on 27 October 2006 and invited Autostrade, who did not deem it necessary, to once again request authorisation within the framework of a new policy which substantially affects regulatory, economic and financial issues of the existing concession and involves a certain degree of risk for Autostrade who must be held responsible for the negative effects arising from this new regulation, as well as giving rise to complete uncertainty surrounding the merger timetable.

2. The application of this new regulation, which did not exist when the merger project was approved. This regulation would mean far-reaching and unilateral changes to the conditions under which the concessionaire operates. We do not know the extent of the effects this could have and are also unable to determine the level of reimbursement if the concessionaire should fail to accept the new contract causing the existing concession to expire.

Even though Autostrade and abertis are obliged to halt the merger project they are convinced that the merger is valid, that it would give the newco pan-European scope and that it makes industrial sense both for themselves as well as their shareholders, the markets involved, their users and the Spanish and Italian economies. Both companies believe that they will be able to resume the project in the future when conditions allow and, consequently, propose to continue with their joint actions as well as dialogue with institutions.

Barcelona/Rome, 13th December 2006

Abertis Infraestructuras S.A. (www.abertis.com)

Corporate Communication

Toni Brunet - Head

Press office

Ana Aguirre (Madrid)
Elena Barrera
Marc Gómez
e-mail: [email protected]

Investor Relations

David de la Roz – Head
Anna Morera
e-mail: [email protected]

Autostrade S.p.A. (www.autostrade.it)
Image&Communication
Vito Zappalà – Head

Media Relations

Francesco De Lorenzo
Giustino Ruggieri
Pier Giovanni Carta
e-mail: [email protected]

Investor Relations

Massimo Sonego – Head
Domenico Dicuonzo
Arianna Braghieri
e-mail: [email protected]