Project Network

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• Project Network
• Corporate restructuring

July 2007
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Contents
ASTM SIAS groups Simplified group
organization Managed motorway
network Highlights comparison with main
European players Project Network
Transaction summary Developments in company
structure organization prior to
restructuring Summary of transactions Deve
lopments in company structure organization post
restructuring Rationale for the
transaction Simplified group
organization Structure of main European
players Stock market prices Financial
terms of deal Valuation principles Criteria
adopted Expert valuation and fairness
opinion Value of ranges identified Summa
ry of transaction values Further
considerations Changes to capital
structure Sias Group changes in main
indicators Stock market prices following
announcement of financial terms Conclusions

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ASTM SIAS groups
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Managed motorway network
(1)
(1) Including 81 km of new Parma -Nogarole Rocca
stretch.
Società Italiana Traforo del Gr.S.Bernardo
S.p.A. (SITRASB) Others foreign Road Link (A69)
Holdings Ltd (UK) Costanera Norte (ASA) (Cile)
Autostrada Torino-Alessandria-Piacenza S.p.A
(SATAP) Autostrade Valdostane S.p.A.
(SAV) Autostrada Torino-Ivrea-Valle dAosta
S.p.A. (ATIVA)
Autostrada dei Fiori S.p.A. (AdF) Autostrada
Ligure Toscana S.p.A. (SALT) Autocamionale della
Cisa S.p.A. (CISA) Società Italiana Traforo
Autostradale del Frejus p. A. (SITAF)
Pending
Asti-Cuneo (90 km)
CISA new stretch (81km)
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Highlights comparison with main European players
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Project Network
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Transaction summary

• On 21 December 2006, the Boards of Directors of
  Autostrada Torino Milano S.p.A. (ASTM) and
  Società Iniziative Autostradali e Servizi S.p.A.
  (SIAS) approved resolutions to launch a planned
  corporate restructuring (Plan) aimed inter alia
  at simplifying the organizational structure of
  both groups by combining
• all shareholdings in motorway concession
  companies under the SIAS group and
• all other investments in companies operating in
  engineering, design, infrastructure services,
  harbors, etc. under ASTM, which will increase its
  shareholding in SIAS.
• On 28 May 2007 the Boards of Directors of the two
  companies approved resolutions to implement the
  Plan, establishing also the terms of the
  transaction.
• On 29 June 2007 the SIAS extraordinary
  Shareholders meeting gave the green light to the
  share capital increase by means of a share issue
  reserved to ASTM via the issue of 100 m new
  ordinary shares (for a total amont of 1,019 euro
  million) on the back of the conferral of SATAP
  and Road Link.
• As a result of this reorganization, the groups
  corporate structure, comparable to that of the
  main European players, consist of
• a diversified, listed holding company (ASTM)
  focused on developing the areas of business
  mentioned above, as well as other related sectors
  to be identified in the future, on the basis of
  market opportunities
• a listed sub-holding company (SIAS) focused on
  managing shareholdings in motorway concession
  companies, with a floating stock objective of
  around 40-45 of share capital.

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Developments in company structure organization
prior to restructuring
Aurelia S.p.A. / Argo Finanziaria S.p.A.
Free Float
17,1
50,5
48,2
ASTM S.p.A.
SIAS S.p.A.
34,7
49,5
65,1
41,2
36,5
99,9
20,0
84,4
87,4
56,0
45,0
SAV
Road Link Holdings (UK)
SALT
CISA
ASA (Costanera Norte - Cile)
ATIVA
SITAF
SATAP
SSAT
0,1
6,2
1,1
- ARGO (40,0)
60,8
96,2
SINELEC
36,5
ADF
94,4
36,0
5,1
SITRASB
SINA
SINECO
18,0
40,3
- SATAP (27) - SAV (9) - SALT (5) - ADF (5)
ITINERA GRASSETTO LAVORI
59,7
Assets disposed
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Summary of transactions

• The transaction has provided for the following
  transfers to Holding Piemonte e Val dAosta
  (HPVdA)(1), which has been funded entirely from
  the proceeds of a rights issue subscribed by sole
  shareholder SIAS

(1) The sub-holding company combines the
shareholdings owned in motorway concessionaires
located in North-West Piedmont and Val D'Aosta.
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Developments in company structure current
organization
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Rationale for the transaction

• As already disclosed to the market, the main
  benefits of the Plan, which is expected to be
  fully completed by July of this year(1), include
  the following
• to improve the allocation of financial flows in
  consolidated terms among the various concession
  companies, based on the requirements associated
  with their individual investment plans and taking
  into account the increasing difficulty
  encountered in raising public contributions
• to provide the concession arm of the company with
  adequate critical mass, in keeping with the
  current process of concentration taking place
  among toll roads operators in Europe, with
  resulting growth in size and market value
• to optimize financial and capital ratios,
  particularly with a view to potentially applying
  for a rating to be assigned by an outside agency
• as regards SIAS, to increase the amount of
  floating stock and the liquidity of the shares.

(1) The assets transfer occured at the beginning
of July 2007 the review by the BoD of SIAS
of the evaluation made by the indipendent Expert
is expected by the end of July 2007.
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Simplified group organization

• The current group structure as a result of the
  reorganization could be represented, in terms of
  line of business, as follows

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Structure of main European players Abertis

• Abertis was created in 2003 from the merger
  between Acesa, Iberpistas (previously acquired by
  the Acesa group) and Aurea, creating a total
  managed network of around 1,500 km.
• During 2006, as part of a consortium with other
  investors, Abertis acquired 100 of SANEF
  (Société des Autoroutes du Nord et de lEst de la
  France), expanding the managed motorway network
  from 1,500 km to over 3,200 km.
• The group also operates in the airport management
  sector through the subsidiary TBI, and in the
  logistics and car parking sectors through other
  group companies.
• At year-end 2006, as part of its diversification
  strategy Abertis acquired a 32 shareholding in
  Eutelsat Communications, the listed holding
  company of the group of the same name, and one of
  the worlds leading satellite broadcasting
  operators.

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Structure of main European players Ferrovial

• The Ferrovial group is one of Europes leading
  diversified groups, with sales of over 12bn in
  2006, 40 of which was earned in the construction
  sector, 35 in the service sector (road and
  infrastructure maintenance, waste treatment,
  facility management, handling, etc.), and the
  other 25 in activities managed under concession.
• The concession business consists mainly of
  activities carried out through the main
  sub-holding company CINTRA, which manages 2,500
  km of toll motorway stretches and car parks, and
  BAA, acquired during 2006 following a takeover
  bid (and subsequent delisting), which operates in
  airport management.

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Structure of main European players Vinci

• Vinci, the leading European construction group by
  sales (26bn in 2006), operates in the civil and
  infrastructure building sector, in the
  construction and development of electricity and
  telecommunication networks, and the construction
  and management of roads and motorways.
• As a result of the consolidation of the
  shareholding originally owned in ASF (and
  Escota), which took place after the takeover bid
  made in 2006, the group currently manages over
  4,300 km of toll motorways under concession
  (including the stretches relating to Cofiroute).
• Group structure consists of a holding company
  controlling sub-holding companies/dedicated
  operating companies in each segment of its
  business.

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Structure of main European players Eiffage

• The Eiffage group is the third largest operator
  in the French construction sector after Vinci and
  Bouygues, leader in the BTP sector with a total
  turnover of over 10bn.
• The listed parent company owns shareholdings in
  around 200 dedicated companies operating in the
  infrastructure construction sector as well as in
  the energy and concession sector.
• During 2006, in a joint operation with Macquarie,
  the group bought a majority share in the capital
  of APRR (Autoroutes Paris Rhin Rhône), a listed
  company and the second-largest French operator
  with approximately 2,300 km of motorways managed.

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Stock market prices

• The performance of ASTM and SIAS share prices
  since 21 December 2006, when the reorganization
  was announced, reflects substantial approval by
  the market

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Financial terms of deal
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Valuation principles

• The values that has been used as a basis for the
  transactions provided by the Plan have been
  calculated by applying the following valuation
  principles
• uniformity of criteria applied, in accordance
  with the characteristic features of the
  individual companies to be valued
• Stand-alone perspective the estimates do not
  take into consideration any potential synergies
  resulting from the planned transactions and aimed
  to generate incremental value for the companies
  after the reorganization.
• In particular, with the reference to the
  contribution in kind, the valuations have been
  carried out with the aim of obtaining
  significantly comparable values for the companies
  involved, rather than determining the absolute
  values of their economic capital. This has been
  done in order to calculate the number of shares
  of the assigning company to be issued in order to
  complete the assignment. Therefore the results
  cannot be considered in any way as a direct
  (SIAS) or indirect indication (ASTM) of the
  market value at which the shares in both
  companies may be traded at any time on regulated
  markets, nor can they be compared to trading
  prices or other kinds of valuations.

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Criteria adopted

• In this instance, the value of the economic
  capital of the concession companies, taking into
  account the correlated financial flows that are
  relatively predictable and stable over time, has
  been estimated using the Unleveraged Discounted
  Cash Flow Method.
• As regards the other non-concession companies,
  the method used was the market multiples of
  European listed companies comparable by size and
  type of business.
• The reference to stock market prices may in
  general terms act as a benchmark for companies
  with listed shares (subject to the terms of
  Article 2441 of the Italian Civil Code, see
  below) but in context it presents a number of
  limitations associated with the difficulty of
  estimating among others the following factors
• daily volumes traded
• impact of the announcement of the Plan on stock
  market prices after 21 December 2006.

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Expert valuation and fairness opinion

• Furthermore, with respect to the above
  valuations, the Boards of Directors of ASTM and
  SIAS, in compliance with the provisions of the
  Italian Civil Code, also referred to the
  following for the purpose of calculating the
  financial terms of the deal
• Appraisal Report drawn up by the expert
  appointed by the Court of Turin2 following a
  joint request made by ASTM and SIAS pursuant to
• Article 2343 of the Italian Civil Code, with
  regard to the value of the assets being
  contributed to SIAS (SATAP and Road Link
  Holdings)
• Article 2343-bis of the Italian Civil Code, with
  regard to the value of the assets being sold to
  HPVdA
• average stock market prices over the past six
  months (as at 20 December 2006) of SIAS shares,
  pursuant to Article 2441, paragraph 6 of the
  Italian Civil Code, according to which the
  performance of shares over the last six months
  must be taken into consideration for listed
  shares when determining the issue price for
  capital increases which exclude option rights.
• The same expert was also appointed jointly by
  ASTM and SIAS on a voluntary basis, to provide a
  valuation of the issue price of SIAS shares so as
  to ensure uniformity of valuation in relation to
  the assets being contributed, and the values of
  the remaining transactions not included in the
  Appraisal Report.
• Morgan Stanley and Credit Suisse, respectively
  appointed by ASTM and SIAS, issued fairness
  opinions on the values on which the individual
  transactions provided for in the Plan have been
  based.

2) For the purpose of determining the values
forming the basis for the transactions included
in the Plan, the expert used a forecasted net
earnings-based method (the so-called Metodo
Reddituale) supplemented by the unleveraged
discounted cash flow method for comparison
purposes.
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Value of ranges identified
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Summary of transaction values

• Based on the valuations carried out by the
  expert, all of which fall within the range
  identified, the values used as the basis for each
  transaction comprised in the Plan are as follows

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Further considerations

• The valuations used as the basis for the
  contributions in kind did not take into account
  the expected effects of the following factors,
  among others
• For SIAS
• changes to existing current capital structure
• improvement in EV/EBITDA multiple and increase in
  EPS
• greater traffic expected on the motorway section
  managed by SALT as a result of potential
  construction of the new Parma-Nogarole Rocca
  stretch (CISA 2)
• like-for-like reduction in cost of borrowing, as
  a result of (i) normalization of financial flows
  at consolidated level, and (ii) possibility of
  company obtaining a rating
• expected increase in floating stocks and
  liquidity of the shares
• creation of critical mass almost double the
  current level in terms of value and network
  managed
• concentration of geographically contiguous assets
  in a vehicle company (HPVdA), which will
  encourage other shareholders of the companies
  involved to take equity interests on an
  aggregation logic basis, and where such an
  aggregation would be of interest
• greater financial capacity aimed at supporting
  new investments in the motorway sector.

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Further considerations (cont.)

• For SATAP
• greater traffic expected due to the new
  Asti-Cuneo stretch possibly starting up,
  interconnected with the A21 Turin-Alessandria-Piac
  enza section managed by SATAP
• greater flow of traffic as a result of the
  potential construction and start up of the new
  Broni-Mortara (Stroppiana) stretch, also
  interconnected to the A21 section
• synergies resulting from management of the A4
  Turin-Milan stretch located along the Lisbon-Kiev
  Corridor 5
• further upside associated with the new Exhibition
  Complex in Milan
• reduction of the cost of borrowing as mentioned
  above.

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Changes to capital structure

• As a result of implementing the Plan, the capital
  structure of the ASTM and SIAS groups based on
  pro-forma data as at 31 December 2006 would
  change as follows

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SIAS Group changes in main indicators

• The main indicators for the SIAS group would
  change as follows

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Stock market prices following announcement of
financial terms

• The stock market price trend since 28 May
  confirms the markets substantial approval of the
  terms announced and of the transaction as a whole

After announcement of the Project
After announcement of financial terms
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Conclusions
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Conclusions

• Operation Network represents the first stage
  of a gradual strategic process aimed at equipping
  the ASTM-SIAS group with a company structure
  which is suitable to enable the next stages to
  take place
• through SIAS, consolidation of presence in the
  motorway concession sector in Italy while at the
  same time pursuing international development
  strategy
• through ASTM, start-up of a gradual
  diversification strategy aimed at becoming the
  leading player in Italy and, progressively, one
  of the main players at European level, in the
  infrastructure, services and concessions sectors.