Abertis Infraestructuras S.A. Annual Report 2002

FY2002 Annual Report · Abertis Infraestructuras S.A.

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Ch air man’s letter

Dear shareholders:

It is a personal satisfaction to have the opportunity to comment on the evolution of the Acesa Infraestructuras business
group and its results for 2002, a year which is undoubtedly historic due to the impulse and new dimension that
the company has acquired.

This impulse has taken place in a period of economic slowdown, as we foresaw in our address to you a year ago.
The Spanish economy grew by 2.0% in 2002, compared to 2.7% in 2001, with growth being maintained thanks
to investment in construction and household spending, whilst investment in plant and equipment and the tourist
sector experienced a slowdown. Inflation reached 4% at the end of the year, well above the initial target of 2%.

Imports by the United States could have acted as a driver, but purchases from Europe, which represent 17% of their
total imports, only recovered in the last two quarters of 2002. In parallel, the increase in the uncertainty generated
by a new geopolitical context and the successive falls in Stock Markets have resulted in losses of financial wealth
in domestic economies.

In this context, not only have we formed the base for our future, that is now underway, but we have also completed,
at the same time, a historical cycle lasting 35 years in which a project initially focused exclusively on the construction,
management and operation of highways has been transformed. Today our company has a much broader objective
transport and communications infrastructures, and displays a clear ambition for leadership in Spain and to be a point
of reference in Europe.

Acesa Infraestructuras closed 2002 with very satisfactory results, with consolidated profit rising 13.6% to 195 million
euros. These results, particularly notable in a period of international economic slowdown, have been possible thanks
to the selective investments undertaken and the positive performance, overall, of all the activities.

The most relevant indicator for the year has been precisely the volume of investments, that reached some 1,300
million euros, which where fundamentally concentrated in the Iberpistas operation, in the acquisition of 10% of the
shares in the Portuguese company Brisa, and in increasing the shareholding in Aucat to 100%. The figure also
included operative investments to improve and develop the various infrastructures managed.

With these investments, Acesa Infraestructuras has strengthened its leadership in the highway sector both in Catalonia
and in Spain, secured strategic alliances with the leading European operators –through cross-shareholdings with
Autostrade and Brisa– and advanced in the process of expansion in its other sectors of activity.

I cannot fail to highlight the investment made by Saba during this last year, ensuring its growth in the European car
park markets in Portugal and Italy; the growth of Acesa Logística –with new projects in Alava and Seville–; and the
evolution of Tradia, with significant investments in the construction of new sites.

In this process, Acesa Infraestructuras has maintained its policy of selective investments with the objective of providing
its shareholders with an adequate combination of growth and return, without the need to seek additional funds from
them.

All business sectors of the Group reflect a positive evolution in their indicators of activity, which reaffirms the clear
support in favour of the management of highway infrastructures, and also the new emerging sectors of our Group
–the promotion of logistic areas and telecommunication infrastructures–, in which we observe significant income
growth the most relevant indicator to measure whether the expansion processes underway will meet the medium
and long-term expectations of return.

I would like to draw special attention to the relevant events of the year, which have represented the confirmation of
a strategic evolution started five years ago.

These are the significant investments in highways (Iberpistas, Brisa and Aucat), the merger agreement with Áurea
Concesiones de Infraestructuras and the adoption of a new company and organisational structure.

These three landmarks have a triple interpretation which helps understand the business and management logic
followed by the Acesa Group, which will conclude with the decision that you, the shareholders, adopt on the merger
with Áurea.

These are firstly to the our own dynamic as a company, marked by a strategic orientation towards opening up new
territories and lines of business, seeking compatibility between growth and profit. Secondly, the position of our Group
in the context of the sector in Spain and Europe, where the need for business groups with financial potential and
sufficient scale to meet the requirements of private capital that finance new infrastructures is increasingly evident.
Finally, this context naturally leads to a new organisational and corporate model, with capacity to adapt our business
structure to the challenges that the administrations, market and clients mark in this new 21st century.

The public takeover offer that Acesa made for Iberpistas responded to the orientation towards growth and leadership
in the highway sector in Spain. Iberpistas is a company in which we have great confidence, given its positive evolution:
it closed the year with a 9% increase in income, with net profit up 34%. The public takeover offer, which enabled

Cha irm an ’s l ette r

Acesa to gain 98.4% of the capital, has been financed, in part, by debt and, in part, through an increase of Acesa
capital to cover the share swap with Iberpistas shares.

In parallel to the public takeover offer for Iberpistas, a merger agreement with Aurea, Concesiones de Infraestructuras
was reached. It is an operation of maximum importance as Aurea is the second operator in Spain; it represents the
continuation of Acesa in the E-15 (A-7) international road axis of the Mediterranean corridor from Tarragona to
Alicante; it has a notable international presence in Europe and Latin America; and, lastly and fundamentally, its
contribution to results enables us to maintain our dividend policy.

The merger with Áurea means the creation of a new group that positions itself as the third operator in Europe in
terms of kilometres of highway managed, the second by market capitalisation and net profit, and the first in
shareholders’ funds. At the same time, what is most important for us, it is positioned as the leading European private
business organisation focused on the management of infrastructures to serve mobility in the widest and most
innovative context: highways, car parks, logistic areas, telecommunication infrastructures and airports.

The basic operational framework for this new business group was presented at the Annual Shareholders’ Meeting
last June, being centred on three principal axes: Acesa Infraestructuras as the corporate head, parent company and
strategic leader of the group; the business units structured in the four current areas of activity, and lastly, Serviacesa,
the shared services centre that provides administrative and technological support.

Our Group’s commitment to the management of corporate social responsibility in 2002 has continued along previously
established lines. The Castellet del Foix Foundation, which aims to encourage and promote studies and research in
the three areas of ecology, demography and the economy, has developed broad activities financing studies, organising
workshops, publishing results of great scientific interest and generating awareness of them.

This is our core structure which we have endeavoured to give sufficient flexibility so that it can adapt to change,
accept new challenges and assume centralised corporate management, but with business units with broad operative
capacity, and strongly linked to their territory and clients.

In the international context described above, the performance of our shares on the Stock Market has been notable,
precisely because the share performance does not follow the phases of the economic cycle. In bear markets it resists
selling pressure, acting as a safe haven, whilst in bull markets it recovers capital gains. The value of Acesa Infraestructura
shares rose 1.3% in 2002. If we take into account the one for twenty bonus share issued and add the bonus issues
in the two previous years, the cumulative increase in the last three years was 30%. In contrast, the IBEX closed the
year with a decline of 28%, and a cumulative decline in the last three years of 48%.

In terms of shareholder yield, the basic objective of our activity, we have maintained our policy of recent years
by combining dividends and bonus share issues, which produces annual growth in the payout of 5%. In this
respect, we present the proposal to distribute a final dividend of 0.223 euros per share in addition to the 0.24
euro interim dividend paid in October 2002 on shares issued at that date. This represents a total dividend payout
of 156 million euros.

To complete this text which is so descriptive of the present and hopeful for the future, allow me to make a brief
reference to history, to the 35 years that precede us, which have led us to our business group today. The history
of Autopistas began in the centrally located plaza Gal·la Placídia in Barcelona. That was where we had our head

office, which has been your head office, and which we moved at the end of the year to our new head office in the
Parc Logístic of Barcelona. Here we have concentrated our professional teams of practically all the sectors of activity
in which we are engaged, providing substance to the new corporate profile of our company.

In this annual report we have allowed a nostalgic touch with graphic images that show the impact of the past with
the present; images that illustrate very different eras, but which deep down are very similar. Because our essential
objective continues to be the same: to be on the side of people, providing quality management of infrastructures
for communication, generating employment and contributing to the economic and social development of our country.
The Board of Directors, the management team and all our employees have participated in this common objective,
many of them involved in our 35 years of history. To all of them I wish to express my thanks and, of you. I request,
once again, your confidence in this new phase that we are beginning with the merger with Áurea and the birth of
Abertis.

Isidre Fainé. Chairman

1.1_Board of Directors

1.2_Delegated bodies of control

1.2.1_Executive committee

1.2.2_Audit and Risk Control Committee

1.3_Management team

1.4_Corporate Governance

verning bodiesGoverning bodies

1_1 Board of Directors

Chairman
Isidro Fainé Casas

Deputy Chairman
Enrique Alcántara-García Irazoqui

Deputy Chairman
Carmen Godia Bull

Managing Director
Salvador Alemany Mas

Directors
Jordi Aristot Mora

Gilberto Benetton

Antonio Brufau Niubó

Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach

Enrique Corominas Vila

Jean-Louis Chaussade

Pere Antoni de Dòria Lagunas

Isabel Gabarró Miquel

Carlos Godó Valls

Enric Mata Tarragó

Jorge Mercader Miró

Ricardo Pagés Font

Antoni Vila Bertrán

Non-executive Secretary
Alejandro García-Bragado Dalmau

Non-director Deputy Secretary
Juan Arturo Margenat Padrós

During the year the following have ceased to act as Board Members:
Joaquim de Nadal Caparà
Ibérica de Autopistas, C.E.S.A., represented by José María Catà Virgili

1_2 Deleg a ted b odi es of control

1.2.1_

Executive committee

Chairman
Isidro Fainé Casas

Enrique Alcántara-García Irazoqui

Salvador Alemany Mas

Antonio Brufau Niubó

Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach

Enric Mata Tarragó

Secretary
Alejandro García-Bragado Dalmau

Deputy Secretary
Juan Arturo Margenat Padrós

1.2.2_

Audit and Risk Control Committee

Chairman
Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach

Enrique Alcántara-García Irazoqui

Enrique Corominas Vila

Secretary
Juan Arturo Margenat Padrós

1_3 Mana g em en t t eam

During 2002 the Acesa Group has undergone corporate and organisational restructuring to
adapt to the significant changes over recent years.

The management team of Acesa Infraestructuras, as well as the management team of the shared
services company and Acesa Group’s business units are detailed in a specific section of
chapter 2.1. Strategy and Organisational Structure.

1_4 Cor pora te Gove rnance

In recent years, Acesa Infraestructuras has been gradually
and progressively introducing the recommendations
established in the Code of Good Governance prepared
by the Special Commission created by decision of the
Council of Ministers on 28 February 1997.

Thus, Acesa Infraestructuras has an Internal Regulation
of Conduct on matters related to the share market, with
rules that the directors and senior managers of the
Company are obliged to comply with.

It also has a Regulation of the Board of Directors which
assumes a good part of the recommendations of the
Code of Good Governance mentioned, such as the Audit
and Risk Control Committee, for example.

It is foreseen that once the merger with Áurea
Infraestructuras, S.A. has concluded, being submitted to
the respective General Shareholder’s Meetings for approval
in April 2003, the rest of the recommendations pending
will be put into practice, such as the formation of the
Nominations and Remunerations Committee.

Regulation of Board of Directors

The role of the Regulation of the Board is to determine
the principles by which it should act, the basic rules of
its organisation and operation, as well as the rules of
conduct of its members, which will also be applicable,
so far as this is compatible with their specific nature, to
the senior management of the Company.

The directors and senior managers are obliged to know,
comply with and ensure compliance with this regulation,
which establishes aspects such as the composition and
structure of the Board of Directors, the delegated bodies
of control, the appointment and cession of directors, the
information and remuneration of the directors and the
directors’ responsibilities.

The Board of Directors

The special function of the Board, as the highest decision
making body, is that of exercising governance over the
Company concentrating its activity on the task of
supervision and acting always in the interest of its
shareholders, where the basic criteria underlying its action
will be maximising the value of the Company.

The Directors

The General Meeting, on proposals from the Board, is
responsible both for nominations of board directors as
well as relinquishing members of their duties. Executive
directors are obliged to surrender their seat on the Board
on reaching the age of 70.

The number of Board members should be between 15
and 20 and the external or non executive directors should
represent a clear majority over the executive directors.

The Regulation of the Board also establishes the
information board directors have access to and their
responsibilities.

In 2003 it has been decided to form a Nominations
and Remunerations Committee and as indicated in
the Regulation of the Board of Directors its principal
functions are:

Prepare and review the criteria that should be followed
regarding the composition of the Board and the
selection of candidates.

Propose to the Board the nominations of directors
and the members of each committee.

Revise the remuneration programs periodically

Notify of transactions that may imply conflicts of
interest.

Management Committee

The Management Committee is responsible for ensuring
that agreements adopted by the Executive Committee
are carried out and to maintain periodic control over the
evolution of the different business units of the Company.

Relations of the Board

The Board of Directors will determine the most adequate
channels to learn of proposals made by shareholders
with respect to management of the Company, particularly
through the Annual Shareholders’ Meeting; it will establish
the mechanisms to exchange information regularly with
institutional investors; it will inform the public immediately
of significant events that may notably influence share
prices; and, it will manage relations with the external
auditors of the Company through the Audit and Risk
Control Committee.

Committees

Acesa has an Executive Committee with general
decision making power that meets monthly, which currently
has 6 members.

The Audit and Risk Control Committee has three
members with its main functions as follows:

Proposal of appointment, dismissal or renewal of
auditor.

Supervision of compliance with the audit contract.

Revision of the Company’s accounts.

Serve as communications channel between the
Board of Directors and the auditors.

Check the suitability of internal risk control systems.

The annual accounts of the Group include details of the
fees received by the auditors both for professional auditing
services and other professional services apart from
auditing.

Acesa

2.1_ Strategy and organisational structure

2.2_ Key Data

2.3_ Significant events

2.4_ Human resources

2.5_ Social responsibility

Infraestructuras

Acesa Infraestructuras

2_1 S tra teg y and organisa tional structure

The Acesa Group has adapted its corporate and
organisational structure to reflect the significant changes
which it has undergone in recent years:

The new organisation is based on three main axes:

The corporation (Acesa Infraestructuras), parent
company of the Group which, following the transfer
of the concession business to Autopistas II, is the
leader of the Group to develop the design and
implementation of overall strategy, as well as support
and control of the management of each activity, fixing
the principle lines of action for each unit.

The shared services (Serviacesa) provided include
administrative and technological support to the
business units, amongst other services.

The business units, structured in four lines of activity:
operation of highways, car parks, logistic services
and telecommunications infrastructure.

This new organisational model will enable the business
units to focus on quality, efficient management of their
services and the expansion of their own activities.

All these important changes have been realised in parallel
with the move of the head office, the shared services
and the heads of the business units to the new head
offices at the Parc Logístic de la Zona Franca.

As a result of these organisational changes, the business
structure of the Acesa Group and the respective
management teams at the end of 2002 was as follows:

The Acesa Group is strongly committed to consolidating
its position as one of the leading groups in Europe in the
management of infrastructures serving mobility and
communications.

Growth in the main activity of the highway sector, as well
as expansion towards new lines of business in the area
of infrastructures has progressed and is progressing in
a steady and sustained fashion, with four strategic
objectives derived from a growth model on which the
Acesa Group has based its management in recent years.

Ensure a significant presence in the decision making
bodies of the companies in which it decides to invest.

Participate in those companies in which the contingent
risks of the project and the projected cash flows
have been adequately estimated beforehand, with
the additional aim of significantly extending the
average period of the portfolio of concessions.

Being able to bring to these companies the
management knowledge that our Group has
accumulated historically.

Be consistent with our aim of stable and long-term
investments, which is a distinctive characteristic of
the Acesa Group.

The selection of projects with these characteristics gives
us a key position and privileged situation in infrastructure
management in an European context.

Management of this type of project involves interaction
with public authorities and an interaction and sensitivity
with the environment and the territory. Conscious of the
importance of these two points, the Acesa Group has
firmly supported collaboration with local partners (both
national and international), as shown by the cross-
shareholdings and strategic collaboration agreements
reached with operators like Autostrade and Brisa, or the
active involvement in projects on technological
improvements of dynamic tollgate systems being
conducted by the sector, and its involvement in sponsorship
through the Castellet del Foix Foundation.

The combination of all these strategic elements is clearly
focused on achieving and maintaining a steady and
sustainable dividend policy which characterises Acesa
Infraestructuras.

Business structure

Acesa Infraestructuras

Serviacesa

Highways

Car Parks

Logistic Services

Telecommunication
infrastructures

Autopistas II

Iberpistas

Saba

Acesa P. Logística

Acesa Telecom

Gco

Aucat

Autopista A-6

Castellana

Avasa

Proconex

Gesa

Accesos Madrid

Central Gallega

Autema

Túnel del Cadí

Henarsa

Elqui

Autostrade

Brisa

Parc Logístic Zona Franca

Tradia

Areamed 2000

Parbla

Spasa

Satsa

Saba Italia

Rabat

Spel

Cilsa

Companies managed directly

Other shareholdings

2_1 S tra te g y a nd o rga ni sa ti o na l str uct u re

Acesa Infraestructuras (corporation)

Salvador Alemany Mas
Juan Arturo Margenat Padrós
Marta Casas Caba

Josep Morist Puig

Enric Venancio Fillat

Josep Martínez Vila

Jordi Graells Ferrández
Rodolfo Vicente Bach
Jordi Lagares Puig
Josep Lluís Tapia Molins
David Díaz Almazán
Joaquim Gay de Montellà

Lluís Jiménez Arrebola

Managing Director - Board Member
Corporate Company Secretary
Legal Services Director
Corporate Finance Director
Financial Markets Director
Corporate Management Director
Corporate Business Development Director
Corporate Construction Director
Corporate Planning and Control Director
Organisational Development Director
Investment Analysis Director
Deputy Managing Director
Corporate Security Director

Serviacesa (shared services)

Josep Padrós Busquets

Juan Rodríguez de la Rubia
Manuel Cruces Socasa
Jordi Pujol - Xicoy Gimferrer

Managing Director
Deputy Managing Director / Infrastructure and Technical Systems Director
Administration and Purchasing Director
Organisation and Systems Director / General Services

Highways business unit
Autopistas II

Salvador Alemany Mas
Jaume Lanaspa Gatnau

Antonio Español Realp

Josep Lluís Botta Muntané
Josep Armengol Tomás
Francisco Bru Bonet

Ricard Fornesa Rebes

Autopistes de Catalunya (Aucat)

Macià Alavedra Moner
Jaume Lanaspa Gatnau

Ibérica de Autopistas

Juan Zabía Lasala
José María Morera Bosch

Antonio López Taracena
Juan Antonio López Casas
Enrique Castell Castán
Gloria Cavero Moncanut
Francisco Oliver Navas

Autopista A-6

Chairman
Deputy Chairman
Development Director
Operations Director
Projects and Works Director
Patrimony Director
Sales and Marketing Director

Chairman
Managing Director

Deputy Chairman
Managing Director – Board Member
General Secretary
Institutional Relations Director
Technical Staff Director
Finance Director
Resources Director

Rubén Fernández Fuentes

Managing Director

Castellana de Autopistas

José Mañas Martínez

Managing Director

Autopista Vasco-Aragonesa

Santiago Corral López-Doriga

Managing Director

Gestora de Autopistas (Chile)

Enrique Balaguer Ferrer

Managing Director

Grupo Concesionario del Oeste (Argentina)

Miguel Ángel Gutiérrez Méndez
José Luis Giménez Sevilla

Chairman
Managing Director

Car parks business unit
Saba Aparcamientos

José Vilarasau Salat
Salvador Alemany Mas
Joan Font Alegret

Jordi Díez Díez
Xavier Martínez Casasín
Jordi Bonet Vendrell
Pilar Jiménez Espejo
Tomás Iglesias Fresquet
Alfonso Vera González

Saba Italia

Chairman
Board Member
Managing Director
Deputy Managing Director
Development Director
Technical Director
Human Resources Director
Territorial Management Director
Technical Secretary

Massimino Pastorelli

Managing Director

Spel - Sociedade de Parques de Estacionamento

Antonio Henrique de Oliveira Mendes

Managing Director

Rabat Parking

Vicente Benedito Gimeno

Managing Director

Telecommunications infrastructure business unit
Acesa Telecom

Pedro Linares Díaz

Technical Director

Difusió Digital Societat de Telecomunicacions (Tradia)

Joaquim Pujol Figa
Tobías Martínez Gimeno

Carles Espinós Gómez
Ramón Cillero Coma
Sergi Tórtola Pérez
Jordi Arandes Corbella
Rosa Piñol Raurich

Chairman
Managing Director
Deputy Managing Director / Business Director
Quality and Environment Director
Technology Director
Operations Director
Resources Director

Logistic services business unit
Acesa Promotora Logística

Antoni Millet Abbad
Lluis Serra Serra

Alfred Mer Tarrida

Chairman
Managing Director
Operations Director

2_2 K ey Da t a

Essential information
(thousand euros)

C O N S O L I D A T E D
Gross fixed assets
Shareholders' Funds
Provisions and depreciation
Debt
Operating income
EBITDA - Gross operating profit (1)
Operating profit
Net profit attributed to parent
Average number of employees
P A R E N T C O M P A N Y
Net profit
Total Dividends

1998

1999

2000

2001

2002

2,622,318
1,648,552
777,373
113,916
413,995
313,500
247,136
141,659
1,514

3,193,694
1,681,241
925,132
473,489
471,350
339,872
266,014
149,237
1,971

3,933,566
1,721,473
1,078,215
1,154,045
549,565
384,780
295,745
162,760
2,897

4,045,324
1,764,752
1,204,973
1,226,868
709,872
475,814
358,709
171,948
3,209

5,370,012
2,033,390
1,799,338
2,520,978
794,045
533,619
402,354
195,329
3,990

141,923
113,754

144,459
119,439

156,460
125,413

164,762
131,865

182,817
156,076

(1) Operating income (excluding revaluations) less operating expenses (excluding amortisation and provisions)

What resources are used?
Material resources

Human resources

Acesa Group - Breakdown of assets

Average number of employees

4,000

3,000

2,000

1,000

1998

2000

2002

1998

2000

2002

1999

2001

1999

2001

8,000,000

6,000,000

4,000,000

2,000,000

Current assets
Other assets
Fixed assets

Group assets in excess of 6,450 million euros

A team of almost 4,000 people

Fixed assets, largely investment in highways and other
concessionary assets, represent 77% of total assets.

The Group's expansion has seen the workforce grow
from 1,514 employees in 1998 to 3,990 in 2002.

How is it financed?

What is obtained?

Acesa Group - Breakdown of liabilities

Profit due to parent company

8,000,000

6,000,000

4,000,000

2,000,000

200,000

150,000

100,000

50,000

1998

2000

2002

1998

2000

2002

1999

2001

1999

2001

Shareholders’ Funds
Provisions and liabilities
for expenses

Debt
Other liabilities

Balanced financial structure

Shareholders' Funds, which exceed 2,000 million euros,
represent 31% of total liabilities and debt totals 39%.
The provisions for liabilities and expenses, which basically
correspond to the reversion fund, exceed 1,380 million
euros.

Average annual growth over the last 5 years
of 6.6%

The Group's expansion is achieved in a way that is
compatible with profit growth.The increase in 2002 was
13.6%, reaching 195 million euros.

How are profits distributed?

How is it valued?

Total Dividends

200,000

150,000

100,000

50,000

Evolution Acesa vs.IBEX-35
(Base 31/12/97 = 100)

200

150

100

1998

2000

2002

2000

2002

1999

2001

IBEX 35
Acesa Shire Price

2001

2003

One of the highest dividend yields in the market

Outperformance of IBEX 35

Total dividends in 2002 exceeded 156 million euros.
Cummulative growth of 5% per year is maintained.

For the last three years, Acesa is one of the four shares
that has closed positively with respect to the IBEX-35.

2_3 Sign ifican t events

1st quarter 2002

_ Acesa acquires additional 12 % of Autema, bringing

its shareholding to 22.33 %.

_ Acesa buys 5 % of Brisa, the leading toll highway

concessionaire company in Portugal.

_ Acesa presents a public takeover offer for the shares

that it doesn’t hold in Iberpistas, representing
91.93 % of share capital.

_ Change of name from Autopistas, C.E.S.A. to Acesa
Infraestructuras and incorporation and transfer of
highway concession activities to Autopistas II, C.E.S.A.

_ Increase of shareholding in Cilsa through Acesa

Promotora Logística from 19 % to 32 %.

_ Acquisition by Saba Italia of 100 % of the capital of
the Italian company Parcheggi Sauri per Ascoli, S.c.a.r.l.

_ Acesa reaches an agreement to sell 10 % shareholding

in Auto-Estradas do Atlântico.

3rd quarter 2002

_ Saba, head of the car park group, buys 100 % of

_ Acesa incorporates Serviacesa, which will provide the

Parbla.

shared services for the Group.

2nd quarter 2002

_ Acesa reaches 98.39 % share of the Iberpistas (from
its previous holding of 8 %). The majority accepting
the public takeover offer opt for the share swap.

_ Acesa acquires further 5 % of Brisa.

_ Autostrade increases its shareholding in Acesa to

7.2 %.

_ Acesa and Brisa sign a strategic collaboration agreement

and Brisa acquires 5.77 % share in Acesa.

_ Acesa agrees to acquire 13.51 % of Aucat.

_ ”la Caixa” and Dragados reach an agreement to

propose the merger of Acesa and Aurea.

_ Acesa modifies the conditions of its public takeover

offer for Iberpistas.

_ ”la Caixa” and Grupo Godia establish Inversiones
Autopistas, S.L., second shareholder of Acesa.

_ The Annual General Shareholders’ Meeting approves
the accounts for 2001 and agree to pay a final dividend
of 0.223 / share.

_ On 19 December 2002 Acesa and Aurea approve at
their respective board meetings the merger project
through the absorption of Aurea by Acesa, effective
from 1 January 2003.

_ Acesa Promotora Logística, 100 % owned by Acesa,
and the Andalusia savings banks are awarded the
concession of the ZAL (Logistic Activities Zone) of the
Port of Seville.

_ Inauguration of Santiago-Silleda stretch of the Central
Galicia highway, in which Acesa Group holds 17.9 %
share.

4th quarter 2002

_ Acesa gains 100 % of the share capital of Aucat after

acquiring the 8.8 % outstanding.

_ Agreements are reached to present compulsory

takeover offers for Saba and Iberpistas and seek de-
listing from the stock exchange.

_ Acesa approves an interim dividend of 0.24 /share

(increase of 5 % with respect to 2001).

_ Schemaventotto, company in which Acesa holds a
12.83 % share, announces a public takeover offer
for the 70 % of Autostrade that it does not hold.

_ Acesa Infraestructuras, Serviacesa and the heads of
the business units move to the new company head
office at Parc Logístic de la Zona Franca in Barcelona.

_ Inauguration of the Ávila-Villacastín stretch of the Ávila-
Segovia highway, concession held by Castellana de
Autopistas, S.A.

_ The Shareholder’s Meeting of 9 December approves
the 1 x 20 bonus share issue to be charged against
revaluation reserves.

2_4 Hum an resources

During 2002 the new organisational structure has begun
to take shape (oriented towards facing the challenges of
the future), which together with the move of the corporate
headquarters to the new offices at Parc Logístic de la
Zona Franca, represent the most significant events for
the year, providing more efficient pillars for modern
management of human resources in the future.

The new organisation combines a greater orientation to
the businesses and clients with shared services, which
gives the Group a direct and flexible management model
thanks to the synergies gained by grouping tasks and
functions.

This new organisation creates four clear lines of business
(highways, car parks, telecommunication infrastructures
and logistic services), as well as the corporate structure
and shared services centre, eliminating duplication,
favouring synergies and protecting the respective
autonomy.

Workforce

The significant growth of the Group is evident in the
evolution of the average workforce, which has increased
from 3,200 people in 2001 to almost 4,000 people in
2002, with the breakdown shown in the following table:

Evolution of workforce

Acesa Infraestructuras (1)
Grupo Autopistas II - Aucat (2)
Grupo Iberpistas
Grupo Concesionario del Oeste
Grupo Saba
Grupo Acesa P. Logística
Grupo Acesa Telecom
Total

2002
697
809
725
474
991
5
294
3,995

2001
1.299
129
(3)

506
911
5
364
3,214

(1) The first half of 2002 involved concession activities and the second half was corporate services as

head of the Group.

(2) Includes the concession activity in the second half of the year transferred to Autopistas II.

(3) Incorporated in the Group during 2002.

Professional development

Training

The ACESA Group believes and invests in personal and
professional development. In this sense, it has carried
out a training initiative during 2002 principally aimed at
its front-line employees to provide them with modern
resources and refresh their knowledge, both with respect
to attending people, and naturally our clients, and the
use of systems and procedures designed to increase
safety in all activities, with the training in health and safety
for all groups being of special importance in this respect.

Training in 2002 in the area of highways has involved
running 196 training courses attended by 3,201 students.

Of special note is the preparation of the Procedures
Manual for Tollgate Personnel which compiles the
knowledge and procedures for resolving incidents affecting
that group, covering both technical matters and attention
to the client.

All personnel have also been trained in the new procedures
for the Teletac II automatic payment and the corresponding
credits.

In the area of car parks, the Saba Group has given 7,000
hours of training to different groups in its workforce.

2_4 Hum an resourc es

Labour relations

Internal communication

Internal communication plays a fundamental role for the
ACESA Group. The magazines La Autopista (Acesa), La
Hora Saba (Saba), Lasetze (Aucat) y Cuadernos de la
autopista (Iberpistas) are systematic communication
channels both internally and externally and they act as
useful support tools in the diffusion of the communication
strategy of the distinct companies in the Group. The
communication with employees is complemented with
other more agile systems, such as the newsletters Última
hora y FlaixLaboral. A significant number of these
publications are available on the Group intranet.

As part of the process of organisational restructuring and
move of the corporation, the shared services and the
leaders of the business units to the new headquarters at
Parc Logístic, informative sessions have been conducted
and guided tours given, which has facilitated the integration
of distinct groups and helped overcome the difficulties
that these types of moves create in organisations.

The promotion of sporting activities, cultural activities and
leisure in general for personnel has continued to be an
important element in strengthening social relations.

During 2002 the renegotiation of the collective
employment agreement of Autopistas II (one of the leading
companies in the highway business) has been conducted
following the expiry of the previous agreement (Autopistas,
Concesionaria Española, SA.).

This new agreement contains notable advances on social
matters, establishing criteria for possible partial early
retirement from the age of 60 for operational and
technical-administrative personnel, with the objective of
contributing to the rejuvenation of the workforce together
with the establishment of an entry level that includes a
24 month learning curve.

The contributions to the Pension Plan established in the
previous agreement have also been increased, and the
actuarial value of the future commitments to all personnel
for retirement payments has been guaranteed through
an insurance policy.

In this way, the pension commitments and other personnel
contingencies are duly adapted to the First Additional
Disposition of the Law 8/1987 dated 8 June 1987,
which regulates Pension Plans and Funds, and that set
out in its Regulation of Development.

Tradia concluded the collective negotiation corresponding
to the period 2001-2004 in May 2002, with the
introduction of important improvements at an organisational
level and in the management of human resources.

Health and Safety

It is the Group’s policy, given the objectives of its business,
to develop and progress on matters related to the health
and safety of its employees.

In matters related to safety, the new organisational structure
of the Group includes a Manager of Corporate Safety.

On the other hand, the involvement of each company in
the forums of the health and safety committees as mixed
bodies of participation has brought the following results:

Realisation of the corresponding Risk Evaluations in
each of the activities.

The establishment of Emergency Plans in each
business area.

Preparation and application of the resulting safety rules.

And specifically in the area of highways, conclusion of
the first Prevention Management System Audit, with
a satisfactory result.

2_5 Social responsibility

Corporate social responsibility is a concept that
embraces ethical principles and respect for people and
the environment in business management. The Acesa
Group is not only concerned with economic results, but
also with the effects of its activity on society and on the
environment, and on its relationship with stakeholders:
shareholders, clients, suppliers, local communities, public
administration, etc.

The Acesa Group aims to continue working along this
line and to establish a common framework of social
responsibility for the Group, and to this effect it established
the Social Responsibility Unit of the Corporation in 2002.

The environment

Clients

The Acesa Group gives priority to actions aimed at
providing attention and information to the client to
guarantee their satisfaction.

Amongst the measures available to facilitate this task we
find: the Teléfono Azul, (information, management and
24 hour emergency service for users of the highways
of Autopistas II), the radio services of Ona Pista and the
different client satisfaction surveys conducted by Autopistas
II and Aucat.

In addition, suggestions and complaints by clients are
received both through the web sites of Acesa and Saba,
as well as at the offices of the other companies, with
their quick response and resolution being a priority for
the Group.

The Corporation’s policy is to give maximum attention
to activities aimed at the protection and conservation of
the environment, with each company adopting the
necessary measures to minimise the environmental impact
of the infrastructures managed, to ensure their maximum
possible integration in their environment.

The Acesa Group, going beyond its compliance with
current legislation, has invested more than 3 million euros
in 2002 in different actions for the integration of its
highways in the territory. Studies have been conducted
into the environmental effects of the different activities
carried out by the Group and other activities have taken
place, such as the replanting of 12,500 trees and shrubs
on the highways of Autopistas II or the dedication of
4,887 machine hours and 14,609 hours of labour in
Iberpistas to environmental activities. In the
telecommunication infrastructure sector, Tradia has begun
to adopt a system of environmental management to
obtain ISO 14001 certification. Additionally, the Castellet
del Foix Foundation, of which Acesa Infraestructuras is
the founding member, has carried out different studies
related to the environment (for more details, see activities
under The Community below).

2_5 Soc ial r es pons ibili ty

The community.
The Castellet del Foix Foundation

The objective of the Foundation is to develop, encourage
and promote all types of activities related to study and
research on private sector involvement in economic
growth derived from the construction of infrastructures
and the creation of services, from the perspective of their
incidence in improving the quality of life, the environmental
impact and social and cultural cohesion. The contribution
of Acesa Infraestructuras to this Foundation exceeded
one million euros in 2002.

In line with the objectives stated above, the Castellet del
Foix Foundation concentrates its activities principally in
two main areas: the promotion of academic research
and creating awareness of this research.

In the environmental context, preparation of the Atlas of
Viticulture Landscapes in the Penedès Region has
commenced, and research on The Rural World in the
21st Century and Air Quality around Highways has been
completed, as well as improvements to the wood in the
Montseny service area.

In the economic context, a study on The Impact of
Privately Financed Highways in Catalonia has been
started and in the demographic context, academic
research was concluded on Senior Drivers on the
Highway: present and future.

Awareness building activities have been undertaken with
the constant updating of the Castellet del Foix Foundation
web page, on which completed research can be consulted
and downloaded; with the publication of the research;
and with seminars to present the main conclusions of
these studies.

The trustees of the Castellet del Foix Foundation are
as follows:

Chairman
Isidro Fainé Casas

Deputy Chairman
Miquel Roca Junyent

Salvador Alemany Mas

Martí Boada Juncà

Joan Josep Brugera Clavero

Anna Cabré Pla

Ricard Fornesa Ribó

Alfred Pastor Bodmer

Secretary
Juan Arturo Margenat Padrós

Other activities, including security at the Mèdol Quarry
complex (in collaboration with the Tarragona Town
Council), the celebration of the Year of Balaguer (in
collaboration with Montserrat Abbey), the Pau Casals
International Festival, the “Scripta Manent: The written
record of the Romans” exhibition, the edition of the
Seminar “Civil Engineering in the Roman Age”, the
Festival of Títeres and the 5th Segovia Vintage Car
Rally, as well as publication of a map with the new
road codes and the School Road Safety campaign.

In 2003 it is planned to adopt a systematic approach
to all activities carried out by the business units, through
a Strategic Plan of Social Responsibility.

Sponsorship and social initiatives

In line with the practice established over recent years,
and as another means of strengthening ties with the
community, in 2002 the corporation has participated in
various sponsorship activities, through the companies
within the Group, of which the following are highlighted:

Support of the Group given to the cultural foundations
of Gran Teatre del Liceu, Orfeó Català-Palau de la
Música Catalana, the Francisco Godia Foundation, the
Castells Culturals de Catalunya Foundation, el Museo
de Arte Contemporáneo Esteban Vicente.

In the area of social initiatives, the Group has collaborated
with the Femarec Foundation for the integration of the
mentally disabled, the Marató TV3 Foundation, the
Association of the mentally deficient of Garraf, the
Occupational Centre La Papelera of Vilanova y la Geltrú,
and it has renewed its collaboration agreement with
the Red Cross of Catalonia and Aragon to provide first
aid assistance on the highway network.

Collaborations with different academic institutions such
as the Universidad Ramón Llull (sponsor of the “ETHOS
Project”), the ESADE foundation, the IESE Foundation,
the Universitat Politécnica de Catalunya of Vilanova y
la Geltrú (Campus Universitario del Mediterráneo), as
well as participation in scientific research in the area
of telecommunications (Amandine, Flor and Anita).

Activity of Acesa

3.1_Highways

3.2_Car Parks

3.3_Logistic services

3.4_Telecommunication infrastructure

Activity of Acesa Infraestructuras

Infraestructuras

3_1 Hig hw ays

The operation of toll highways sector is the main activity
of the Acesa Group.

In recent years, and especially in 2002, a good part of
the Group’s investments have been concentrated in this
sector to gain leadership both in Catalonia and in Spain,
and form international alliances with the main European
operators.

The volume of investments in this sector in 2002 rose
to 1,223 million euros. Of this figure, 601 million euros
corresponds to the increase in the shareholding in
Iberpistas (374 million euros in cash and 227 million
through a share swap achieved by increasing Acesa’s
share capital), 309 million euros was used to acquire

10% of Brisa and 148 million euros to increase the
shareholding in Aucat (121 million euros), Autema (26
million euros) and Túnel del Cadí (1 million euros).
Operative investments totalling 165 million euros were
also made, of which 126 million corresponded to the
construction of highways connecting the A-6 with Ávila
and Segovia and 39 million euros on operative investments
on the highways of Autopistas II.

The toll highways business unit has two leading companies:
Iberpistas, which primarily represents shareholdings in
the toll highways in the centre of Spain; and Autopistas
II, which represents the other shareholdings.

Concessions managed directly

Highway
Montgat – Palafolls (C-31/C-32)
Barcelona – La Jonquera (A-7)
Barcelona – Tarragona (A-7)
Montmeló – el Papiol (A-7)
Zaragoza – Mediterraneo (A-2)

Concessionaire
Autopistas II
Autopistas II
Autopistas II
Autopistas II
Autopistas II

% holding (*)
100%
100%
100%
100%
100%

Castelldefels – Vendrell (C-31/C-32)

Villalba – Adanero (A-6)

Aucat

A-6

Ávila – Segovia (A-6)

Castellana

100%

Km
49.0
150.0
100.4
26.6
215.5

58.0

69.6

52.2

Bilbao – Zaragoza (A-68)

Buenos Aires - Luján

Avasa

Gco

50%

294.4

57.6%

52.5

End of concession
2021
2021
2021
2021
2021

2039

2031

2026

2018

(*) Percentage held by Company that owns the shares (voting rights in the case of Gco).

1,068.2

Acesa Group directly manages more than 1,000 km. of
highways in Spain and 50 km. in Argentina, operating
nearly 50% of the toll highway network nationally.

The incorporation of the concessions managed by the
Iberpistas Group (A-6, Castellana and Avasa) following
the public takeover offer presented during 2002, has
resulted in a notable increase in the consolidated figures,
both in terms of assets and the profit and loss account,
as well as extending the average period of the portfolio
of concessions, as shown in the following table.

8-7

Concessions managed directly
1 Autopistas II, C.E.S.A.
2 Autopistas II, C.E.S.A.
3 Autopistas II, C.E.S.A.
4 Autopistas II, C.E.S.A.
5 Autopistas II, C.E.S.A.
6 Autopistes de Catalunya, S.A.
7 Autopistas A-6, S.A.
8
Castellana de Autopistas, S.A.C.E.
9 Autopista Vasco-Aragonesa, C.E.S.A.

Montgat - Palafolls (C-31/C-32)
Barcelona - La Jonquera (A-7/C-33)
Barcelona - Tarragona (A-7/A-2)
Montmeló - El Papiol (A-7)
Zaragoza - Mediterráneo (A-2)
Castelledefels - El Vendrell (C-31/C-32)
Villalba - Adanero (A-6)
Ávila - Segovia (A-6)
Bilbao - Zaragoza (A-68)

Other shareholdings
10 Autopista Terrassa - Manresa, C.G.C.S.A. Sant Cugat - Manresa
11 Túnel del Cadí, S.A.C.
12 Accesos de Madrid, C.E.S.A.

13 Autopista Central Gallega, C.E.S.A.
14 Autopista del Henares, S.A.C.E.

Túnel del Cadí
Madrid - Arganda del Rey (R-3) Madrid
Navalcarnero (R-5) A-6 - M-409 (M-50)
Santiago de Compostela - Alto de Santo Domingo
Madrid - Guadalajara (R-2) N-II - N-I (M-50)

49 km
150 km
100.4 km
26.6 km
215.5 km
58 km
69.6 km
52.2 km
294.4 km

48 km
30 km

63 km
57 km
80 km

3_1 Hig hway s

Activity

Traffic evolution on the highway network managed by
Autopistas II, Aucat, A-6 and Avasa has been very positive
during 2002 with increases in the average daily traffic
of vehicles (ADT) on the previous year of 4.5%, 8.4%,
5.6% and 5.2%, respectively.

Of special note on the Ávila – Segovia highway was the
inauguration in November 2002 of the first stretch (Ávila-
Villacastín) of 24.4 km, so the traffic figures for this year
do not reflect the real scale of the future activity of the
company.

The second stretch to Segovia, of 27.8 km is scheduled
to be opened in 2003.

Internationally, it should be noted that in spite of the
economic situation that Argentina has endured during
the year the level of activity on the highway managed fell
just 10.5%, much less that the declines experienced in
other sectors and even on other toll highways in the
same area. This gives grounds for some reasonable
perspectives of recovery in the near future.

Key data on companies managed directly

Concessionaire

ADT 2002

Change

Thousand euros

Autopistas II (*)

Aucat

37,467

25,156

A-6 (*)

27,282

Castellana

Avasa

Gco

4,619

12,358

Net toll
income (***)

457,794

Change
8.6%

Operating
profit
290,169

Change
7.4%

62,809

11.5%

40,714

17.7%

44,219

9.2%

32,374

1.5%

313

N/A

110,300

9.9%

70,433

15.8%

4.5%

8.4%

5.6%

N/A

5.2%

53,282 (**)

(10.5%)

24,523

(72.4%)

9,259

(79.9%)

699,958

442,426

(*) Includes the concession activity of the first half year which was carried out by the respective parent companies.

(**) Number of trips.

(***) Data corresponding to the full year 2002 which don’t always correspond to the consolidated figures (6 months of Iberpistas Group).

Economic results

These concessions under direct management have
generated total income of 619 million euros, an increase
of 9.2% on 2001. This increase has been possible
thanks to the good performance of the existing highways
in Spain (Acesa and Aucat) and the incorporation in the
second half of Iberpistas, which has compensated the
fall in toll income in Gco (Argentina).

The most significant operating expenses correspond to
the allocation to the reversion fund, depreciation and
personnel expenses, which together represent 71% of

total operating expenses. Operating profit of these
concessions reached 391 million euros against 347
million euros in 2001. Of this profit, 74% came from
the Acesa concessions, 11% from Aucat, 13% from
Iberpistas (6 months) and 2% from Gco.

Other shareholdings

Acesa Infraestructuras has minority holdings in the following
concessionaire companies:

Other shareholdings

Company
National
Túnel del Cadí
Autema
National- under construction
Accesos Madrid

Central Gallega

Henarsa

International
Elqui
Brisa
Autostrade

Concession

% holding

Túnel del Cadí
Sant Cugat-Manresa

Madrid - Arganda del Rey
Madrid - Navalcarnero
Santiago de Compostela -
Alto de Santo Domingo
Madrid - Guadalajara
Circunvalación Madrid

Chile
Portugal
Italy

37.2%
22.3%

23.2 %

17.9 %

7.4 %

24.6 %
10.0 %
3.9 %

30
48

229
1,106
3,401

End of
concession

2023
2037

2049

2074

2024

2024
2032
2038

3_1 Hig hway s

Also in Portugal, the shareholding in Auto-Estradas do
Atlantico has been sold at a capital gain of 13 million
euros.

Sociedad Concesionaria del Elqui, S.A. (Chile)
229 km
Grupo Concesionario del Oeste, S.A. (Argentina)
52.5 km

At national level, Acesa Group increased its shareholdings
in Túnel del Cadí and Autema whose results (1,896 and
10,055 thousand euros, respectively) in 2002 continued
to increase thanks to the positive evolution of traffic, with
increases of 4% and 9%, respectively.

The incorporation of Iberpistas has included the holdings
in Henarsa and Elqui, whilst also allowing Acesa to increase
its existing holdings in Accesos de Madrid and Central
Gallega. The highways Accesos de Madrid, Central Gallega
and Henarsa are under construction and are scheduled
to be inaugurated between 2003 and 2004.

At international level, Acesa Group has formed strategic
alliances with the leading European operators (Autostrade
and Brisa), with which it maintains cross shareholdings.

In 2002 Acesa purchased a 10% holding in Brisa. This
company is the leading highway operator in Portugal,
managing more than 1,100 km, with operating income
in excess of 520 million euros and net profit of 213
million euros in 2002.

A
.
S
,
i
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q
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d

a
i
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a
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o
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e
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o
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e
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d

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G

At the beginning of 2003 the indirect shareholding
in Autostrade has also been increased to 10.8%
following the public takeover offer made at the end

of 2002 by Schemaventotto (in which the Acesa
Group holds 12.8%) for 70% of Autostrade that it
did not control.

Brisa, Auto-estradas de Portugal, S.A. (Portugal)
1,106 Km

Autostrade, S.p.A. (Italy)
3,401 Km

3_2 C ar Par ks

Key data on car park companies

Thousand euros

Car Park spaces

Saba Aparcamientos
Satsa
Parbla
Saba Italia
Spasa
Spel
Rabat Parking

Investment
realised (*)
96,822 (**)
8,011
1,228
21,575
107
3,052
872

% holding (*)
55.84 (**)
88.04
100.00
60.00
90.33
50.00
51.00

Equity
126,754
9,099
1,228
35,958
313
6,104
1,710

Result
13,977
644
7
127
41
(361)
(27)

38,630
928
3,862
33,275
295
15,724
3,316

(*) Corresponds to the shareholding and investment made by the head company, Saba Aparcamientos, in the other companies.

(**) Shareholding of Acesa Infraestructuras in the head company of the business unit (Saba Aparcamientos).

Andorra

Lisbon

Madrid

Barcelona

Rome

Rabat

Cities with Saba car parks

Spain
Alicante
Badalona
Barcelona
Blanes
Cadaqués
Castellón de la Plana
Cornellà
Elche
Figueres
Girona
Ibiza
Igualada
La Coruña
Las Palmas de Gran Canaria
Madrid
Marbella
Mataró
Puigcerdà
Sabadell
Sant Joan Despí
Seville
Sta Perpètua de Mogoda
Tarragona
Terrassa
Vic
Vilafranca del Penedès
Vilanova i la Geltrú

Morrocco
Rabat

Italy
Rome
Assissi
Bolzano
Verona
Trieste
Cremona
Ascoli Piceno
Naples
Rieti
Macerata
Brindisi

Principality of Andorra
Andorra la Vella

Portugal
Oporto
Portimao
Lisbon
Matosinhos
Viseu
Marco de Canaveses

3_2 Ca r Pa rks

The car park business unit is based around Saba
Aparcamientos (Saba), which centralises the holdings of
the Group in this sector of activity.

Activity

At 31 December 2002, the Saba Group managed a
total of 133 operating units (11% more than 2001) with
a total of 96,030 parking spaces (8% more than 2001).

The volume of vehicles rotating through the car park
network of the Group has increased by 6.5% with respect
to the previous year, totalling 50.4 million vehicles.

The number of clients holding season passes rose to
21,170 in 2002, an increase of 6.4% on the previous
year.

During 2002 the activity of Saba Aparcamientos has
been strengthened with the opening of a car park in
Mataró (165 spaces in the first phase and 143 more in
2004) and the opening of the new PC parking building
at Barcelona Airport.

Saba was awarded the management of this car park by
UTE Aparcament Aeroport de Barcelona, in which it holds
a 25% share, for a period of 7 years. The opening of
the PC building brings 2,316 car spaces into operation
(which raises the total spaces of the car park managed
to 11,000), with the opening of a new parking building
(called PA) at the beginning of 2003 adding 2,000 new
spaces.

The Annual General Shareholders’ Meeting of Saba in
June 2002 agreed to seek the de-listing of the company’s
share from the stock exchanges of Barcelona and Madrid
by making a public takeover offer. The shares have been
de-listed since 25 November 2002, after completing
the public takeover offer for 3.29% of the share capital.

The Portuguese company Spel opened car parks in
Lisbon (370 spaces), Matoshinhos (684 spaces), Portimao
(370 spaces) and Oporto (extension to 926 spaces)
during 2002.

Economic figures

The car parks business unit recorded income of 81
million euros, which represents 11% of the total,
contributing 21 million euros to the consolidated operating
profit (5% of the total).

In March 2002 the company purchased 100% of Parbla,
a company specialised in the management of metered
street parking that is active in areas along the coast of
Catalonia. In July 2002 Parbla opened an extension of
the Platja d’Aro car park with 250 underground parking
spaces.

The international expansion has represented a significant
part of the operative increases for the year and represents
an important part of the future growth potential.

Saba Italia was awarded car parks in Vignola (420
spaces), Cremona (535 spaces), Verona (250 spaces)
and Bari (280 spaces) during 2002 and opened car
parks in Verona (481 spaces) and Marco de Canaveses
(180 spaces).

Included in the expansion activity carried out during the
year, Saba Italia acquired 100% of Parcheggi Azzurri per
Ascoli, which manages 725 parking spaces and 1,850
metered parking spaces (which enter into operation
between 2002 and 2004).

3_3 Log ist ic ser vices

Key data on logistic services companies

Acesa Promotora Logística

Investment realised (*)
53,805 (**)

% holding (*)
100% (**)

Equity
54,427

Thousand euros

Parc Logístic Zona Franca
Areamed 2000
Cilsa

11,871
35
25,429

50%
50%
32%

23,010
5,192
39,818

(*) Corresponds to the shareholding and the investment made by the head company, Acesa Promotora Logística, in the other companies.

(**) Shareholding of Acesa Infraestructuras in the head company of the business unit (Acesa Promotora Logística).

Result
169

(298)
3,260
1,375

As a result of the company restructuring undertaken by
the Group, Acesa Promotora Logística has become holder
of the shares that Acesa Infraestructuras held in Parc
Logístic de la Zona Franca (50%), Areamed 2000 (50%),
and the investments in Port Aventura (6.3%) and USPA
Hotel Ventures I (5.9%).

The transfer of the holdings was made by increasing
capital for a non-cash contribution of 15.6 million euros
(plus a share premium of 3.1 million euros) which has
been fully subscribed by Acesa Infraestructuras.

With this contribution, Acesa Logística has become the
head of the Group in this sector of activities.

Activity

Acesa Logística has continued operating the equipments
area of the Central Integral de Mercancías (CIM) del
Vallès (Integral Goods Centre of Vallès) with activity
increasing in the majority of the services offered (truck
parking, service station, hotel, restaurants, commercial

area and mechanical services) with more than half of the
office block inaugurated last year now under lease.

The Parc Logístic de la Zona Franca has constructed
and operated a logistics area of 105,000 square metres
of warehousing and storage and a business area with
more than 23,000 square metres of offices. The logistics
area has reached an occupation levy of close to 100%
in its first full year of activity for all the installations and
the business area has been occupied by the Acesa Group
and the Consorci de la Zona Franca de Barcelona for
their respective head offices.

The company has already reached a positive operating
result and in 2003 it is expected that it will start to make
a profit, consolidating the full occupancy of the logistics
area and commencing the promotion of the new office
buildings.

During 2002, Acesa Logística has increased its
shareholding in Cilsa to 32%. It is the only private
shareholder in this company, with the other shareholders
being Autoridad Portuaria de Barcelona (51%) and the

Sociedad Estatal de Promociones y Equipamientos de
Suelo (State Company for the Promotion and Development
of Land) (SEPES, 17%). Cilsa constructs and operates
one of the main logistic areas of the Mediterranean, the
Logistic Activities Zone of the Port of Barcelona in
its two phases:

ZAL I, already constructed and operative, covering
60 hectares which is fully occupied, including an
office building and service area of 19,000 square
metres.

ZAL II when began to be developed in 2002, covering
an area of 140 hectares and requiring an estimated
investment of 200 million euros, without the need
to seek additional funds from the shareholders.

Lastly, Areamed 2000 has continued its activity of
improving management and quality in the service areas
of the highway concessions managed by Autopistas II
during the year. It has recorded a general increase in its
operations with respect to fee income from service station
operators, restaurant and food services, and other services.

Other operations

In December 2002 Acesa Logística was awarded the
contract for the construction and operation of the Logistic
Activities Zone of the Port of Seville. This is a 26
hectare area where warehouses for logistics purposes
are to be built and leased, along with a managed service
centre offering the services required for optimal working
of the complex.

The total investment required is estimated at 37 million
euros with work to be completed by 2008.

Acesa Logística will be the majority shareholder in the
company (60%) with the savings banks Caja San
Fernando, El Monte and Unicaja (10% each) also
participating, and the remaining 10% held by the Autoridad
Portuaria de Sevilla (Seville Port Authority).

In February 2003 the company Araba Logística, S.A.
was incorporated, which will develop the Plataforma
Multimodal de Álava (Arasur) (Álava Multimodal
Platform) in which Acesa Logística has a 39.5% holding,
together with Caja Vital (39.5%) and Álava Agencia de
Desarrollo (21%).

Located in a privileged position by the A-68 Zaragoza-
Bilbao and A-1 Burgos-Armiñán highways, the national
N-I Madrid-Irún highway and two rail lines, it covers an
area of 2 million square metres and will house a service
area for port logistic activities, storage centre, regulation
and distribution of goods, inter-modal transfer centre and
international transit centre, together with all the necessary
services for people, companies and vehicles.

Logistics operators

Álava

Barcelona

Seville

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3_4 Telecommu n ica tion infrastructure

Key data on telecomunication infraestructure companies

Acesa Telecom

Investment realised (*)
145.516

% holding (*)
100 % (**)

Equity
142.881

Result
(27.262)

Operating
income
1.117

Thousand euros

Tradia

127.909

95 %

120.130

(13.925)

56.299

(*) Corresponds to the shareholding and the investment made by the parent company, Acesa Telecom, in the other companies.

(**) Shareholding of Acesa Infraestructuras in the head company of the business unit (Acesa Telecom).

Acesa Telecom is the head of the telecommunication
infrastructure business. In addition to bringing together
the shareholdings of the Acesa Group in this sector, it
also carries out activities of technical assistance and runs
the fibre optic cables that are located along Acesa’s
highways.

During 2002 the necessary provisions have been raised
to reflect the estimated losses of Xfera due to the freezing
of its commercial and technical launch.

Tradia is one of the leading Spanish companies
specialised in leasing telecommunications infrastructures
for mobile telephone operators, radio broadcasters and
closed user groups.

The provision of services to entities such as the Generalitat
de Catalunya (Government of Catalonia) continues to be
one of the most important activities, which involves the
transmission and broadcast of the signals of Televisió
de Catalunya and Catalunya Radio, amongst others, and
operating the communications network (trunking) of the
autonomous police, Firefighters of the Generalitat and
other emergency services.

To ensure the improvement and expansion of these types
of services Tradia has successfully run transmission tests
using DAB (Digital Audio Broadcasting) technology and
TDT (Digital Television by Land) obtaining solid backing
for what will be the main base of the future transmission
systems.

Main areas with Tradia sites

A Coruña

Santiago

Valladolid

Bilbao

Vitoria

Zaragoza

Lleida

Girona
Barcelona
L’Hospitalet de Llobregat

Tarragona

Valencia

Palma
de Mallorca

Madrid

Toledo

Seville

Murcia

Las Palmas
de Gran Canaria

The activities of transmitting private radio and television
programmes have grown by 27%, with these activities
located principally in the communities of Catalonia,
Aragon, Levante and the Balearic Islands.

In line with the growth plan that started in 2002, Tradia
has continued constructing new sites to increase its
service capacity for leasing infrastructures and transporting
data of the leading mobile phone operators and LMDS
across Spain. It is projected that this process of territorial
expansion will be consolidated during 2003 with the
objective of being able to offer telecommunication
infrastructure services across the whole country.

Operating income has risen 17.5% due to the increase
and expansion of activities noted and EBITDA exceeded
11 million euros (a 20% increase). The results for the
year reflect the significant investments being undertaken
by the company (in its second full year of operations
after being spun off from the Telecommunications Centre
of the Generalitat de Catalunya) to guarantee the provision
of services at an optimum technological and service
level.

Annual report

Autopistas

1967

Acesa Infraestructuras

2002

Acesa celebrated the 35th anniversary of

its incorporation in 2002. From that moment,

the construction, management and operation

of the largest highway network in the country

has generated employment for thousands

of people and businesses, it has boosted

commercial and social activity in the area,

it has been the main access route for tourists

to the Mediterranean and it has generated

resources to invest in new infrastructures

for the XXI century.

Photos:
Acesa Infraestructuras, Saba, Tradia, Centro de Documentación Marítima, Fundación Castellet del Foix.

Annual report

2002

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Ch air man’s letter

Dear shareholders:

I would like to draw special attention to the relevant events of the year, which have represented the confirmation of
a strategic evolution started five years ago.

Cha irm an ’s l ette r

Acesa to gain 98.4% of the capital, has been financed, in part, by debt and, in part, through an increase of Acesa
capital to cover the share swap with Iberpistas shares.

Isidre Fainé. Chairman

Governing bodies

Acesa Infraestructuras

1.1_Board of Directors

2.1_Strategy and organisational structure

1.2_Delegated bodies of control

2.2_Key Data

1.2.1_Executive committee

2.3_Significant events

1.2.2_Audit and Risk Control Committee

2.4_Human resources

1.3_Management team

2.5_Social responsibility

1.4_Corporate Governance

Activity of Acesa Infraestructuras

Financial Management

3.1_Highways

3.2_Car Parks

4.1_Comments on evolution of year

4.2_Shareholders and stock market

3.3_Logistic services

4.3_Acesa Group consolidated annual accounts

3.4_Telecommunication infrastructure

4.4_Acesa Infraestructuras, S.A. annual report

4.1_Comments on evolution of year

4.2_Shareholders and stock market

4.3_Acesa Group consolidated annual accounts

4.4_Acesa Infraestructuras, S.A. annual report

Financial Management

4_1 Comment s on evolution of yea r

Financial statements of Acesa Infraestructuras

The financial statements of Acesa Infraestructuras reflect the consequences of a unique year, with the change from
its activity as concession operator to become the parent company of the Group and its business units.

Balance sheet

A S S E T S

Net fixed assets

Intangible fixed assets
Tangible fixed assets
Investments
Deferred expenses

Current assets
Total assets

L I A B I L I T I E S

Shareholders’ Funds
Share capital
Share premium
Reserves
Profit
Interim dividend

Provisions for liabilities and expenses
Long-term creditors
Short-term creditors
Total liabilities

2002
3,232,768
703
11,744
3,220,321
14,414

203,057
3,450,239

2002
2,009,416
1,036,890
115,553
753,157
182,817
(79,001)
42,419
606,354
792,050
3,450,239

Parent

2001
3,159,705
1,873
2,351,773
806,059
37,986

172,027
3,369,718

Parent

2001
1,744,084
876,405

769,636
164,762
(66,719)
841,489
461,327
322,818
3,369,718

Both assets and liabilities of the Company have changed significantly due to the incorporation of the branch of
activities. Fixed assets have declined without the investment in highways, which represented 70 % of total assets,
and other activities related to the concession activity, which have been substituted by an increase in investments,
due to both the creation of Autopistas II and the subsequent contribution of the branch of activity as one of the most
significant investments made during the year.

In the liabilities, the reversion fund related to the concession activity has been transferred out and debts with credit
institutions have increased due to financing requirements associated with the greater volume of investments undertaken.

227 million euros of the increase in equity corresponds to the increase in capital to cover the share swap in the
public takeover offer for Iberpistas.

Profit and Loss Account

Operating income
Operating expenses
EBITDA – operating profit
Amortisation and reversion fund
Operating profit
Financial result
Profit on ordinary activities
Extraordinary results
Corporation tax
Profit for the year

2002
226,025
(60,161)
165,864
(35,128)
130,736
106,815
237,551
(19,986)
(34,748)
182,817

Parent

2001
438,431
(103,193)
335,238
(65,189)
270,049
(19,634)
250,415
(1,542)
( 84,111)
164,762

2002 is not a typical year as far as the profit and loss account is concerned, given the combination of the concession
activity in the first half (until the transfer of highway activities to Autopistas II) and its functions as holding company
and head of the Group in the second half.

As a result there has been a transition from operating income and expenses to investment income (dividends from
subsidiaries) in line with the policy of dividend payouts followed by the heads of the distinct business units for the
year. The profit recorded was 183 million euros, representing an 11% increase on the 2001 result.

Due to the different nature of the concepts that make up the results, the different figures in the profit and loss account
are not comparable with the previous year.

From 2003 the profit and loss account of the parent company, Acesa Infraestructuras will consist of dividend income
from the subsidiary companies in the distinct business units and operating expenses of the corporate structure and
financial costs.

4_1 Co mm ents on e vol uti o n of ye a r

Acesa Group Consolidated Financial Statements

Balance sheet

A S S E T

Net fixed assets

Start-up costs
Intangible fixed assets
Tangible fixed assets
Investments
Consolidation goodwill
Deferred expenses
Current assets
Total assets

L I A B I L I T I E S

Shareholders’ Funds
Share capital
Share premium
Reserves
Profit
Interim dividend

Minority interests
Negative consolidation differences
Deferred income
Provisions for liabilities and expenses
Long-term creditors
Short-term creditors
Total liabilities

Consolidated

2001
3,733,552
11,612
82,361
3,262,601
376,978
213,251
105,714
214,796
4,267,313

Consolidated

2001
1,764,752
876,405

783,118
171,948
(66,719)
144,476
22,730
20,725
893,201
864,538
556,891
4,267,313

2002
4,957,359
6,061
80,981
4,287,756
582,561
924,506
274,284
302,532
6,458,681

2002
2,033,390
1,036,890
115,553
764,619
195,329
(79,001)
89,576
22,487
23,862
1,386,685
1,607,351
1,295,330
6,458,681

The consolidated balance sheet of Acesa Group reflects the incorporation of the Iberpistas Group as a fully consolidated
subsidiary as well as the effects of the devaluation in Argentina, which has seen the figures for Grupo Concesionario
del Oeste decline during 2002.

Also of note is the increase in the companies consolidated by equity accounting (and the liabilities resulting from the
investment in these holdings), which in the majority of cases have provided significant increases in value during 2002.

Shareholders’ funds now exceed 2,000 million euros, with shareholders’ funds representing 31% of total liabilities.

Consolidated assets now exceed 6,450 million euros.

Profit and loss account

Operating income
Operating expenses
EBITDA – operating profit
Depreciation, reversion fund and revaluations
Operating profit
Financial result
Result from companies accounted for by equity accounting
Amortisation of consolidation goodwill / Negative consolidation diff.
Profit on ordinary activities
Extraordinary results
Corporation tax
Minority interests
Profit for the year

2002
794,045
(256,450)
533,619
(131,265)
402,354
(93,955)
29,569
(19,084)
318,884
(28,998)
(98,375)
3,818
195,329

Consolidated

2001
703,548
(227,734)
475,814
(117,105)
358,709
( 63,163)
5,389
( 5,539)
295,396
(9,361)
(92,191)
(21,896)
171,948

Consolidated operating income and expenses have increased due to the increased activity of Acesa, Autopistas II,
Aucat and Tradia and the incorporation of Iberpistas during the second half of the year, positive effects that have
compensated the decline in the Grupo Concesionario del Oeste investment caused by the devaluation and fall in
activity in Argentina. As a result, operating profit has increased by 12%.

The financial result has decreased by 49% basically as a consequence of the increased financial load with the acquisitions
of shareholdings made during the year (Iberpistas takeover, Brisa, Cilsa, Aucat and others), the inclusion of the debt of
the Iberpistas Group during the second half and the writing-down of the investment in Xfera Móviles S.A.

With respect to profit from companies consolidated by equity accounting, the incorporation during the year of Brisa,
Autema and Túnel del Cadí can be highlighted, as well as the increased contribution from the Italian company
Autostrade and Areamed, due to substantial improvements in their respective operations. Profit from companies
consolidated by equity accounting is six times that recorded in the previous year.

The amortisation of the consolidation goodwill has also increased significantly following the acquisitions of Iberpistas,
Brisa and Aucat made during the year.

The entry for extraordinary items includes the capital gains on the sale of the shareholding in Auto-Estradas do
Atlântico in Portugal, as well as the effects of indexing the debt of Grupo Concesionario del Oeste in Argentina for
the effect of inflation. It should be noted that the financial statements used for GCO differ from the statements
published in Argentina as they do not include the effect of the adjustment in assets and income for inflation, as this
is not permitted under the accounting standards in Spain.

Finally, profit attributed to minority interests has also changed significantly, mainly due to the increase in the shareholding
of Aucat to 100 % and attributing to minority interests half of the GCO losses (profit in 2001).

The consolidated profit for the Acesa Group rose to 195 million euros, an increase of almost 14% with respect to
the previous year.

4_2 Sh areholder s and stock mark et

Economic situation

In 2002 share markets have suffered the negative consequences of three factors: on the one hand, an economic
and business environment characterised by uncertainty in the behaviour of the leading world economies and
expectations of company profits and, on the other hand, the scandals linked to fraudulent practices, which have
reduced the confidence of investors and brought into question some market fundamentals. To this the underlying
threat of war must be added, and the resulting increase in the price of oil.

These factors have led to significant adjustments in share prices, with cuts in interest rates being insufficient to avoid
the fall in the markets.

The evolution through the course of 2002 has not been homogeneous, with three distinct periods identified. Until
May the market was generally flat, with small oscillations. From June, the recession in the large Latin American
economies and the uncertainty regarding profits of large companies, together with the economic slowdown saw the
IBEX fall 33% in just five months. The year’s lows were marked in October and the expectations of interest rate cuts
in the United States and Europe, and the improved outlook for profits in 2003 saw the IBEX recover by 11% in
the last three months of the year, but still well short of the levels held at the beginning of the year. Volatility has been
the dominant factor in the markets.

Evolution of shares

On 31 December 2002 the share capital of the company totalled 1,036,890 thousand euros, made up of
345,629,915 bearer shares, with a nominal value of 3 euros each, fully subscribed and paid up, of which
308,593,549 are Class A shares and 37,036,366 are Class B preference shares, which have the same rights as
ordinary shares plus the right to a preferential dividend under the terms established in the public takeover offer of
Ibérica de Autopistas, S.A.

During 2002 two increases in capital have been made, the first on 29 June 2002, for a nominal amount of 111,109
thousand euros, through the issue of 37,036,366 preference shares, in a new Class B and unique series, each
with a nominal value of 3 euros, to be used in the share swap of the public takeover offer made for the shares of
Ibérica de Autopistas, S.A., with a share premium when issued of 115,553 thousand euros. The second increase
was agreed on 9 December, making a bonus issue of 1 share for every 20 existing shares, of Class A or B
indistinctively, for an amount of 49,375,701 euros, through the issue and circulation of 16,458,567 new Class A
ordinary shares. Between 27 December 2002 and 10 January 2003, 35.5 million rights were traded, with a
maximum price of 0.57 euros, a minimum of 0.54 and a weighted average price of 0.55. On 7 February 2003
the new shares were admitted for trading.

Both share classes are listed on the four Spanish stock exchanges and on the Spanish interconnected trading system
(continuous market).

As from 1 January 2002 Acesa is grouped in the Market Services sector and the Car Parks and Highways sub-
sector, following a reclassification of the sectors in the continuous market.

The ordinary Class A shares belong to the IBEX 35 selective index. They are also included in relevant international
indexes, such as the Standard & Poor’s Europe 350 and the Eurotop 300, which includes the principal listed
European companies.

The value of Acesa Infraestructuras Class A shares rose 1.3% in 2002; the adjustment is due to the bonus share
issues of one share for every twenty, an increase that has been added to the register in the last two years, represents
an accumulated increase of 30% in the last three years. The IBEX closed the year with a fall of 28 %, and an
accumulated decline in these three years of stock market crises of 48%, as shown in the following graph.

Comparative evolution of Acesa and IBEX 35 over last 3 years

3-year evolution (2000 to 2002)

(Base 30/12/99 = 100)

140

130

120

110

100

1999 adjusted close:

8.34

Change over 3-years: +30 %

Close 2002: 10.80

30/12/1999

30/12/2000

30/12/2001

30/12/2002

Acesa Class A (*)

Acesa Class B (*)

IBEX

(*) adjusted for increase in capital

Acesa shares started 2002 by marking their low for the year on 16 January, and were flat through to May. They
rose 2% in the middle of the year, reaching their high for the year in September, following completion of the takeover
of Iberpistas and notification of the merger with Aurea Concesiones de Infraestructuras, S.A.. The share price slipped
over the last few months of the year, recovering when the proposed merger was confirmed, closing the year on a
positive note.

As in previous years, Acesa has been one of the few companies in the IBEX which has managed to close with a
rise in 2002, as only 9 of the 35 companies in the IBEX this year have ended with positive results.

This performance is even more significant for the last three years, in which only 4 of the 35 companies in the IBEX 35
have achieved gains, including Acesa.

Acesa class a shares 2002

Close (Euros)

11.5

10.5

9.5

19,753,492

10,141,562

Share volume

4,000,000

3,500,000

3,000,000

2,500,000

2,000,000

1,500,000

1,000,000

500,000

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Volume

Adjusted share price

Unadjusted share price

4_2 Sh are ho lder s a nd s to ck m ark e t

Market information

The market capitalisation of Acesa at 30 December 2002 was 3,784 million euros. 3,333 m from Class A
shares and 451 m from Class B shares.

IBEX
IBEX Utilities
Class A
Acesa adjusted (*)
Acesa
Class B
Acesa unadjusted (*)
Acesa

Close 2002
6,036.9
11,429.2

Close 2001
8,397.6
17,033.5

% change
–28
–33

High
8,554.7
17,348.0

10.80
10.80

12.19
12.19

10.66
11.19

-
-

+1.3
–3.5

-
-

11.42
11.99

13.02
13.65

Date
03/01/02
03/01/02

19/09/02
19/09/02

29/07/02
29/07/02

Low
5,364.5
10,311.6

Date
09/10/02
01/10/02

9.79
10.28

16/01/02
16/01/02

11.23
11.77

04/11/02
04/11/02

(*) Adjustment for bonus share issue.
Note: high and low closing prices.

Class A Shares
Per share data (Euros)
Acesa Profit (EPS)
Adjusted Acesa Profit (1)
Dividend (DPS)
Nominal value
Financial ratios
PER (Closing price / EPS)
Adjusted PER (1)
Dividend yield (2)
Pay-out (Dividend / EPS)

(1) Adjustment for bonus share issue.
(2) Using closing price.

2002
0.57
0.57
0.45 (1)
3.00

19.1
19.1
4.1 % (1)
85 %

2001
0.59
0.50
0.45
3.00

19.0
18.1
4.0 %
80 %

Class A Shares

Trading frequency:
Days traded:
Traded volume:
Equivalent percentage of share class:
Cash value:
Weighted average price:
Market capitalisation (30/12/01):
Options on Acesa shares (100 shares per contract):

99.6 %
249
219,178,149 shares (annual change: +38%)
71 %
2,433,119,443.24 euros
11.14 euros
3,332,810,329.20 euros
22,637 contracts (annual variation: –48%)

The share had a trading frequency of 99.6% during the year (249 days). It did not reach 100% due to the trading
suspension by the Spanish Securities Commission (CNMV) on 18 December, following notification of the merger
with Aurea Concesiones de Infraestructuras, S.A.

Class B Shares

Started trading on 29 July 2002

Trading frequency:
Days traded:
Traded volume:
Equivalent percentage of share class:
Cash value:
Weighted average price:
Market capitalisation (30/12/01):

Dividends

30 %
31 (out of 105 trading days)
185,998 shares
0.5 %
2,444,405.02 euros
13.14 euros
451,473,301.54 euros

The amount destined to dividends in 2002 was 156,077 thousand euros. This figure is 18% more than the previous
year, which reflects the 5% increase in return, as well as the impact of the new shares issued following the takeover
of Iberpistas.

The dividend yield with respect to the year end closing price was 4.1%; the adjustment relates to the one in twenty
bonus share issue, which once again represents one of the highest yields amongst shares listed on the Spanish
stock market. The yield on nominal value was 15%.

During the year a final dividend of 0.223 euros gross per share was paid, which together with the interim dividend
paid on shares issued at that date, represents a total gross dividend per share of 0.463 euros and 0.223 euros
per share for the new shares distributed in the bonus issue.

Shareholders

Acesa publishes the magazine La Autopista Financiera for its shareholders and investors, which is sent quarterly to
those who request it, having become an effective information vehicle.

In addition, in our internet web site (www.autopistas.com) there is a specific section for investors and shareholders,
where the investing public can find information of interest.

Significant shareholders

In accordance with the latest notifications of significant shareholdings to the Spanish Securities Commission (Comisión
Nacional del Mercado de Valores), the direct shareholdings in Acesa Infraestructuras are as follows:

Caixa de Barcelona Seguros de Vida, S.A. de Seguros y Reaseguros (*)
Inversiones Autopistas S.L.
Caixa d’Estalvis de Catalunya
Autostrade
Brisa International, SGPS, S.A.

% capital
17.14
11.22
8.24
7.21
5.77

(*) The total shareholding of Caixa d’Estalvis i Pensions de Barcelona (Grupo) is 29.09% which includes the holding of Caixa de Barcelona

Seguros de Vida, S.A. and the holding of Inversiones Autopistas, S.L. above.

4_3 A c e s a G r o u p c o n s o l i d at e d a n n u a l a c c o u n t s

Consolidated balance sheet of the Acesa Group at 31 December
(thousand euros)

A S S E T S
Fixed Assets
Start up costs
Intangible fixed assets

Research and development
Computer software
Administrative concessions
Goodwill
Studies and projects
Others
Amortisation

Fixed assets

Highway investments
Land and natural assets
Buildings and other constructions
Machinery and vehicles
Installations, tooling and furniture
Other fixed assets
Other fixed assets under construction
Depreciation

Investments

Investments in subsidiaries consolidated by equity accounting
Loans to subsidiaries consolidated by equity accounting
Long-term share portfolio
Long-term deposits and guarantees
Other credits
Provisions

Consolidation goodwill
Deferred expenses
Current assets
Inventories
Receivables
Advance payments to creditors

Trade debtors
Debtors – Public treasury compensation
Sundry debtors
Personnel
Public treasury
Provisions

Short-term investements
Short-term securities
Interest receivable
Other credits
Treasury accounts

Cash
Banks and credit institutions
Prepayments and accrued income
Total assets

2002
4,957,359
6,061
80,981
5,427
16,472
54,230
44,000
727
170
(40,045)
4,287,756
4,008,175
4,154
280,789
167,980
68,366
17,654
98,294
(357,656)
582,561
498,237
6,000
33,425
1,425
58,426
(14,952)
924,506
274,284
302,532
6,920
223,126
162
59,848
78,014
34,397
320
54,039
(3,654)
53,363
47,843
349
5,171
17,198
1,971
15,227
1,925
6,458,681

2001
3,733,552
11,612
82,361
8,103
13,014
49,163
44,000
285
109
(32,313)
3,262,601
3,058,228
3,510
246,397
146,966
50,999
20,363
11,710
(275,572)
376,978
308,762
-
39,382
1,287
31,434
(3,887)
213,251
105,714
214,796
8,991
170,556
7
45,090
81,507
16,049
123
28,999
(1,219)
17,648
14,491
153
3,004
17,285
982
16,303
316
4,267,313

L I A B I L I T I E S
Equity
Share capital
Share premium
Parent company reserves
Revaluation reserves
Legal reserves RD 1564/1989
Voluntary reserves

Reserves in fully consolidated companies
Reserves in companies consolidated by equity accounting
Exchange differences
Profit or loss attributed to parent company

Consolidated profit
Profits attributed to minority interests

Interim dividend
Minority interests
Negative consolidation differences
Deferred income
Provision for liabilities and expenses

Reversion fund
Other provisions

Long-term creditors
Bond issues
Amounts due to credit institutions
Unpaid calls on share capital of Group companies
Other creditors
Short-term creditors
Bond issues (interest)
Amounts due to credit institutions

Loans
Interest on loans

Loans with companies consolidated by equity accounting
Creditors

Trade creditors
Other creditors
Non-trade creditors
Public treasury
Accrued payroll expenses
Other debts
Deposits and guarantees received

Accruals and deferred income
Total liabilities

2002
2,033,390
1,036,890
115,553
739,403
554,526
140,387
44,490
25,152
5,047
(4,983)
195,329
191,511
3,818
(79,001)
89,576
22,487
23,862
1,386,685
1,318,029
68,656
1,607,351
60,000
1,443,541
55,598
48,212
1,295,330
553
1,037,263
1,017,437
19,826
22,447
160,239
140,851
19,388
74,180
43,777
7,792
16,319
6,292
648
6,458,681

2001
1,764,752
876,405
-
759,427
603,902
123,910
31,615
21,890
1,855
(54)
171,948
193,844
(21,896)
(66,719)
144,476
22,730
20,725
893,201
830,288
62,913
864,538
60,000
768,332
-
36,206
556,891
505
405,169
398,536
6,633
-
78,859
64,706
14,153
71,733
45,026
6,408
16,535
3,764
625
4,267,313

4_3 Acesa Group consolidated annual accounts

Consolidated profit and loss account of the Acesa Group at 31 December
(thousand euros)

E X P E N S E S
Personnel expenses
Wages and salaries
Social security
Pension fund and other personnel related expenses

Depreciation of fixed assets
Movement in trading provisions
Other operating expenses
External services
Taxes
Allocation to reversion fund

Total operating expenses
Operating profit
Financial expenses
Total financial expenses

Amortisation of goodwill on consolidation
Profit from ordinary activities
Losses on disposal of fixed assets and extraordinary expenses

Consolidated profit before tax
Corporation tax

Consolidated profit for the year
Profit losses attributed to minority interests

2002
130,493
102,784
27,097
612
60,579
2,214
198,405
115,783
10,174
72,448
391,691
402,354
103,046
103,046

19,964
318,884
48,007

289,886
98,375

191,511
(3,818)

2001
119,238
95,900
22,955
383
66,127
(114)
165,912
96,077
12,419
57,416
351,163
358,709
70,134
70,134

5,539
295,396
15,270

286,035
92,191

193,844
21,896

Profit attributed to parent company

195,329

171,948

I N C O M E
Net operating revenue

Toll income
Toll discounts and rebates
Services

Improvements to fixed assets
Other operating income

Related income and other management fees

Total operating income
Other interest and related income

Total investment income

Loss from financial operations
Share in profit and loss of companies consolidated by equity accounting
Reversal of negative consolidation differences

Profit on disposal of fixed assets and extraordinary income

Extraordinary loss

2002
761,583
645,441
(26,400)
142,542
3,976
28,486
28,486

2001
681,488
591,502
(24,699)
114,685
6,324
22,060
22,060

794,045
9,091

709,872
6,971

9,091

6,971

93,955
29,569
880

19,009

28,998

63,163
5,389
-

5,909

9,361

4_3 Acesa Group consolidated annual accounts

Acesa Group
Notes to the consolidated annual accounts for the year ended 31 december 2002

Note 1. Activity

a) Activity

ACESA INFRAESTRUCTURAS, S.A. (hereafter, Acesa or the Company), formerly AUTOPISTAS, CONCESIONARIA
ESPAÑOLA, S.A., was incorporated in Barcelona on 24 February 1967. Its registered office is Avenida del Parc
Logístic, No. 12-20, Barcelona.

Until 30 June 2002, Acesa was holder of the concessions which were transferred to AUTOPISTAS II,
CONCESIONARIA ESPAÑOLA, S.A., (Sociedad Unipersonal), hereafter, Autopistas II, which is a fully owned
subsidiary (see section b of this note).

Its statutory purpose until the transfer of the concession activity was in line with the legal framework applicable
to Concession Highway Companies.

On 29 June 2002 the Company changed its name by public deed and modified its statutory purpose to “the
construction, maintenance, operation of concession highways, or only the maintenance and operation and, in
general, the management of concession roads in Spain and internationally.

In addition to the above activities, its statutory purpose includes the construction of road infrastructures;
complementary activities to construction, maintenance and operation of highways; service stations; integrated
logistic and/or transport centres and/or car parks.

The Company will also be able to undertake any other activity related to transport, communications and
telecommunications infrastructures to serve mobility and transport of people, goods and information, with the
necessary authorisation if required.

The Company can carry out its statutory purpose, especially the concessionary activity, directly or indirectly,
through its participation in other companies, being subject, in this respect, to the legal provisions in force at
that time”.

As indicated in note 2, the Company participates in highway and car park concessions, and in logistic services
and telecommunications infrastructures through the respective companies and with the percentage holdings
detailed therein.

b) Transfer of activity

The General Meeting of shareholders of the Company (sole shareholder of Autopistas) held on 29 June 2002
agreed to make a non-monetary transfer of the branch of activities related to the administrative concessions
La Jonquera-Barcelona-Tarragona and Montgat-Palafolls of the Mediterranean highway and Zaragoza-Mediterranean
of the Ebro highway, including the activities, assets, rights and obligations of the concessions to Autopistas II,
as well as various shareholdings in other highway concessionary companies. In return it would receive the new
shares to be issued by the acquiring company, empowering the Board of Directors to determine the time of
transfer, the assets and liabilities comprising the branch of activity and their value.

As a result of the transfer of the branch of activities indicated, the Company, as sole shareholder of Autopistas
II decided to increase the share capital of this company by 876,405 thousand euros by issuing and releasing
292,134,982 shares with a nominal face value of 3 euros each and a total share premium of 770,722 thousand
euros, which would be fully subscribed and paid up through the non-financial transfer of said branch of activities.
Execution of the corresponding deed to increase capital established 1 July as the date from which it would be
understood that all operations were effective on account of Autopistas II.

This valuation was verified by an independent expert designated by the Barcelona Mercantile Register, who
issued a favourable report on 26 June 2002. The difference in the value of assets and liabilities transferred
on the valuation date (31 December 2001) and the transfer date (1 July 2002) is shown in the current account
between both companies.

The General Meeting of Autopistas II with its single shareholder, Acesa, agreed, on 28 August 2002, to approve
the effective balance of the transfer of the highway operations branch of activities completed at 30 June 2002,
fixing the transfer date as 1 July 2002 and valuing the net equity of the branch of activities transferred at
1,647,127 thousand euros.

Note 2. Basis of presentation and consolidation

The consolidated annual accounts of the Acesa Group have been obtained from the consolidation of the parent
company, Acesa Infraestructuras and the following subsidiary and associated companies:

Subsidiary and associated companies
(thousand euros)

Company

Registered Office

Activity

Share capital

% shareholding
direct

indirect

Company holding
indirect investment

Avda. Parc Logístic, 12-20.
Barcelona

Management
company

100.00

Fully consolidated
Serviacesa

Highway operations

Autopistas II

Holdaucat, S.L.

Autopistes de
Catalunya, S.A. (Aucat)
Ibérica de Autopistas, S.A.
(Iberpistas) (7)
Autopistas A-6, S.A.

Iberavasa de
inversiones, S.L.
Castellana de Autopistas,
S.A. Concesionaria del
Estado (Castellana)
Proconex, S.A.

Avda. Parc Logístic, 12-20.
Barcelona
Avda. Parc Logístic, 12-20.
Barcelona
Avda. Parc Logístic, 12-20.
Barcelona
Pío Baroja, 6. Madrid

Pío Baroja,6. Madrid

Pío Baroja, 6. Madrid

Promoción de Autopistas
Chile Limitada
Gestora de Autopistas, S.A.

Santiago de Chile

Toll highway
concession holder
Holding Co. of
concessionary
Toll highway
concession holder
Holding Co. of
concessionary
Toll highway
concession holder
Holding company

Toll highway
concession holder

Operation of
service areas
Toll highway
concession holder
Toll highway
concession holder

876,465

100.00

58,963

78,682

–

50,000

24,207

24,000

100

1,438

1,446

–

Grupo Concesionario del
Oeste, S.A. (Gco) (4)

Ruta Nacional 7, km 25,92.
Ituzaingó (Argentina)

Toll highway
concession holder

81,126
(2)

48.60
(4)

176,027

98.39

–

100.00

Autopistas II

100.00

Holdaucat

98.39

50.18

–

Iberpistas

Iberpistas/
Proconex
Promoción de
Autopistas Chile
Limitada
–

4_3 Acesa Group consolidated annual accounts

Subsidiary and associated companies
(thousand euros)

Company

Car Parks

Saba Aparcamientos, S.A.
(Saba) (9)
Parbla, S.A.

Iniciativa Serveis
de Salou, S.L.
Societat Pirenaica
d’Aparcaments, S.A. (Spasa)
Societat d’Aparcaments de
Terrassa, S.A. (Satsa)
Saba Italia, S.p.A.

Rabat Parking, S.A.

Telecommunications

Acesa Telecom, S.A.

Difusió Digital Societat de
Telecomunicacions, S.A.
(Tradia)

Registered Office

Activity

Share capital

% shareholding
direct

indirect

Company holding
indirect investment

Avda. Parc Logístic, 12-20.
Barcelona
Passeig d’Amunt, 5.
Barcelona
Sabino Arana, 38.
Barcelona
Pau Casals, 7. Andorra la Vella
(Principality of Andorra)
Pl. Vella, subsuelo.
Terrassa
Via delle Quattro Fontane, 15.
Roma (Italy)
Rue de Larache, 8.
Rabat (Morocco)

Avda. Parc Logístic, 12-20.
Barcelona
Motors, 392.
L´Hospitalet de Llobregat
(Barcelona)

Car Parks

18,886

55.84

–

180

301

8,167

28,600

1,879

–

55.84

50.44

49.16

33.50

28.48

–

Saba

Parbla

Saba

Telecoms services.

149,236

100.00

–

Operator of telecoms
infrastructures

131,488

–

94.99

Acesa Telecom

Consolidated by proportional integration

Highway operations

Autopista Vasco-Aragonesa,
C.E.S.A.

Barrio de Anuntzibai, s/n.
Orozco (Vizcaya)

Toll highway
concession holder

234,000

–

49.19

Iberavasa

Consolidated by equity accounting

Highway operations

Autopistas-Conces.
Espanhola, SGPS, S.A.

Iberacesa, S.L.

Isgasa, S.A.

Alazor Inversiones, S.A.

Accesos de Madrid,
C.E.S.A.
Tacel Inversiones, S.A.

Autopista Central Gallega,
C.E.S.A.
Ibermadrid de
Infraestructuras, S.A.

Rua General Norton de Matos, 21-A.
Arquiparque Algés Oeiras
(Portugal)
Pº Castellana, 51
Madrid
Avda. Parc Logístic, 12-20.
Barcelona
Rozabella 6.
Las Rozas (Madrid)
Rozabella 6.
Las Rozas (Madrid)
Hórreo, 11.
Santiago de Compostela
Hórreo, 11.
Santiago de Compostela
Pío Baroja, 6.
Madrid

Sociedad Concesionaria
del Elqui, S.A.

Santiago de Chile

Holding Co. of
concessionary

Holding Co. of
concessionary
Engineering technical
services
Holding Co. of
concessionary
Toll highway
concession holder
Holding Co. of
concessionary
Toll highway concession
holder
Study, promotion and
construction of civil works
infrastructure
Toll highway concession
holder

–

100.00

Autopistas II

32,229

141,300

28,550

500

76,040

–

99.20

23.15

Autopistas II /
Iberpistas
Iberacesa

Iberacesa

23.15

Alazor Inversiones

17.86

Iberacesa

17.86

Tacel Inversiones

98.39

Iberpistas

24.60

Iberpistas

Company

Registered Office

Activity

Share capital

% shareholding
direct

indirect

Company holding
indirect investment

Infraestructuras y
Radiales, S.A.
Autopista del Henares,
S.A.C.E.
Túnel del Cadí, S.A.C.

Autopista Terrassa-Manresa,
Concessionària de la
Generalitat de Catalunya,
S.A. (Autema)
Acesa Italia, S.R.L.

Schemaventotto, S.p.A.

Autostrade, S.p.A. (6)

Brisa, Auto-estradas de
Portugal, S.A. (8)

Car Parks

Golfo de Salónica, 27.
Madrid
Golfo de Salónica, 27.
Madrid
Carretera de Vallvidrera a St. Cugat,
km 5,3. Barcelona
Gran Vía de les Corts
Catalanes, 680.
Barcelona

Via delle Quattro Fontane, 15. Roma.
(Italy)
Calmaggiore, 23.
Treviso (Italy)
Via A. Bergamini, 50.
Roma (Italy)
Quinta da Torre da Aguilha Edificio
Brisa, 2785-589. Sao Domingos
de Rana (Portugal)

Toll highway concession
holder
Toll highway concession
holder
Toll highway concession
holder
Toll highway concession
holder

Holding Co. of
concessionary
Holding Co. of
concessionary
Toll highway concession
holder
Toll highway concession
holder

6,292

79,700

105,504

81,894

170,446
(1)

445,536
(1)

615,349
(3)

600,000
(3)

–

7.38

37.19

22.33

Avasa

Infraestructuras y
Radiales
Autopistas II

Autopistas II

100.00

Autopistas II

12.83

3.85
(5)

10.00

Acesa Italia

Schemaventotto

Autopistas II

Spel-Sociedade de Parques
de Estacionamento, S.A.

Lugar do Espino Via Norte 4470
Porto (Portugal)

Car Parks

6,000

–

27.92

Saba

Logistic services

Acesa Promotora
Logística, S.A.
Parc Logístic de la
Zona Franca, S.A.
Areamed 2000, S.A.

Centro Intermodal de
Logística, S.A. (Cilsa)

Telecommunications

Adquisición de
Emplazamientos, S.L.
(Adesal)

Avda. Parc Logístic, 12-20.
Barcelona
Calle 60, nº 19 Pol. Industrial de la
Zona Franca. Barcelona
Vía Augusta, 21-23.
Barcelona
Portal de la Pau, 6.
Barcelona

Promotion and operation
of logistic areas
Promotion and operation
of logistic areas
Operation of service areas

Promotion and operation
of logistic areas

44,842

100.00

–

23,742

15,467

–

50.00

32.00

Acesa Promotora
Logística
Acesa Promotora
Logística
Acesa Promotora
Logística

Motors, 392.
L´Hospitalet del Llobregat
(Barcelona)

Operator of telecom.
infrastructures

–

94.99

Tradia

(1)

Information at 31 December 2001.

(2) Figures in thousands of Argentine pesos, without including the upward adjustment for Inflation reflected in the Argentine financial statements.
The possible effect of the exchange rate risk on the value of the investment is covered by the exchange rate hedge described in note 17d
to these accounts.

(3)

Information at 30 September 2002.

(4) Company listed on the Buenos Aires Stock Exchange. Possession of 57.6 % of voting rights.

(5) Shares pledged as guarantee of loan granted to Schemaventotto, S.p.A. to purchase shareholding in this company.

(6) Company listed on the Milan Stock Exchange.

(7) Company listed on the Spanish Continuous Market. At 31 December 2002 a delisting takeover offer was underway.

(8) Company listed on the Lisbon Stock Exchange.

(9) Following the delisting takeover offer the shares of Saba are no longer listed on the stock exchange at 31 December 2002.

4_3 Acesa Group consolidated annual accounts

a) True and fair view

The consolidated annual accounts have been prepared by the administrators of Acesa Infraestructuras with the
objective of providing a true and fair view of its equity, the financial situation and the consolidated profit and loss
account for the year ended 31 December 2002, based on the accounting records, both of Acesa Infraestructuras
and its subsidiary companies, in accordance with the Rules for the Preparation of Consolidated Annual Accounts
approved by Royal Decree 1815/91, dated 20 December 1991, and following the General Accounting Plan
for highways, tunnels and other toll routes applicable to highway concessionary companies.

All the companies in the consolidated group work to a financial year end at 31 December.

The necessary adjustments and reclassifications have been made to standardise accounting policies in those
cases where there are significant differences with respect to the parent company to obtain a true and fair
representation of the Group; the companies consolidated by equity accounting have been standardised provided
the necessary information was available. All the balances and significant transactions between consolidated
companies have been eliminated in the consolidation process.

b) Accounting principles of consolidation

The consolidation methods applied to prepare the consolidated annual accounts are as follows:

Fully consolidated: Used for those companies where Acesa holds a majority position of more than 50% of
the share capital or voting rights, or maintains control over management and administration, and which
represent a significant interest with respect to presenting a true and fair view of the consolidated accounts.

The value of the share of minority shareholders in the capital and profit and loss account of fully consolidated
subsidiary companies are included under “Minority interests in the liabilities of the consolidated balance
sheet”, and “Profits attributed to minority interests in the consolidated profit and loss account”, respectively.

Proportional consolidation: for those companies where there is joint management (multi-group companies).

Consolidated by equity accounting: Used for those companies in which the direct or indirect shareholding
is greater than 20% (3% if publicly listed) and less than 50% of the share capital; those companies where
the holding is less than 20% but there is a significant influence in the management; and those companies
where the holding is 50% or more, but the interest is not significant with respect to presenting a true and
fair view of the consolidated accounts.

c) Variations in the consolidation perimeter

The most significant variations in the consolidation perimeter during 2002 were the following:

Creation and subsequent capital increase of Autopistas II, through the transfer of the branch of activities
carried out by the company (see note 1b).

Creation of the companies Autopistas-Conces. Espanhola, SGPS, S.A. and Serviacesa, S.L. for a sum of
50 and 3 thousand euros, respectively. Acesa Infraestructuras is the sole shareholder of both companies.

Increase of shareholding in Iberpistas by 90.32 % following a public takeover offer presented by the
Company during 2002. As a result of this acquisition, the Iberpistas Group is now fully consolidated
by Acesa Infraestructuras, instead of included by equity accounting, with this change effective from
1 July 2002.

Acesa Infraestructuras, through Holdaucat, has acquired the outstanding 22.27% of Aucat shares during
2002 to gain 100% control of the company.

Increase in shareholding in Autema with the purchase of an additional 12.28% (current shareholding stands
at 22.33%).

Acquisition of 10 % of Brisa.

Acquisition of 1.8% of Túnel del Cadí, bringing the shareholding of Acesa Infraestructuras at 31 December
2002 to 37.19 %.

Sale of the shareholdings in the companies Auto-Estradas do Atlântico, S.A. and Auto-Estradas do
Atlântico II CS, S.A. in which Acesa Infraestructuras held 10 %.

In 2002 it was agreed to wind up Fiparc with full cession of universal title to its assets and liabilities to Saba.
Saba also acquired the company Parbla, S.L. (which holds 100% of Iniciativa Serveis de Salou, S.A.).

Acesa Promotora Logística purchased 12.95% of Cilsa in 2002, bringing its shareholding to 32%. In
December 2002, the holdings of Acesa Infraestructuras in Areamed and Parc Logístic de la Zona Franca
were transferred to Acesa Promotora Logística through an increase in capital.

Note 3. Accounting policies

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

a) Consolidation goodwill

Corresponds to the difference between cost and book value of parent company shareholdings in subsidiary
companies on the date of first consolidation, after considering latent capital gains on acquisition, if any.

Goodwill is amortised systematically over a maximum period of twenty years, or, in the case of toll highways
and other concessions, over the remaining life of the concession, given that this period is a better match for
generating the required resources for recovery.

b) Negative differences on first consolidation

In the case of shares whose purchase price at the time of acquisition was below the book value of the investment,
this difference is treated as a negative difference on first consolidation, being applied over the useful life of the
assets of the company where the difference arises.

c) Conversion of financial statements in foreign currencies of foreign companies

The financial statements prepared in foreign currencies corresponding to subsidiary companies in countries outside
of the euro zone are converted to euros using the exchange rate at close:

Capital and reserves are converted at the historical exchange rates.

Entries in the profit and loss account are converted applying the average exchange rate for the period.

The other entries in the balance sheet have been converted at the exchange rate at close. The differences
arising from this conversion are shown separately in the movements of the distinct balance sheet items
detailed in the notes to these annual accounts.

Following the application of this method, the exchange rate differences arising are shown under “Exchange
differences” in the equity of the consolidated balance sheet, except in the case of Gco, because of the
exchange rate hedge that exists (see note 17d).

4_3 Acesa Group consolidated annual accounts

The exchange rate at close for the Argentine peso used in the consolidation of the financial statements of
Gco was US 1 dollar = 3.5 Argentine pesos. The exchange rate differences resulting from conversion with
respect to this company (having deducted the part corresponding to minority interests) is shown directly as
an amount to be recovered under “Financial investments –Other credits” (46,355 thousand euros) as there
is an exchange rate hedge (see note 17d). The financial statements of Gco used for the consolidation do
not include the upward adjustment for inflation reflected in the Argentine financial statements.

d) Start-up costs

Corresponds to expenses incurred on incorporation, establishment and share capital increases, which are amortised
using the straight line method over a maximum period of five years. It also includes the costs of increasing capacity
related to the acquisition of sites for Tradia.

Intangible fixed assets

The items included in intangible fixed assets are valued at acquisition price or cost of production and amortised
on a straight line basis over a maximum period of five years, with the exception of studies and projects, which
are amortised over 10 years as from the date on which feasibility of the project is established.

The administrative concessions correspond to the consideration paid for the operation of certain car-parks in
the Saba group, which are amortised over a maximum period of 50 years, corresponding to the concession
period. The expenses incurred to obtain the administrative concession held by Castellana de Autopistas, S.A.
are also included, being amortised systematically over the concession period.

This balance sheet entry also includes the goodwill from the subsidiary company Tradia, which is amortised on
a straight line basis over a period of 20 years.

f) Tangible fixed assets

Tangible fixed assets are valued at acquisition price, revalued in accordance with various legal provisions. The
latent appreciation gains in the acquisition of the Saba shareholding are also included.

Personnel costs and other expenses, as well as financing costs directly imputable to highway investments, are
capitalised as part of the investment until entry into operation.

Costs of refurbishment, enlargement or improving tangible fixed assets are capitalised only when they increase
capacity, productivity or extend the useful life of the asset, provided that it is possible to know or estimate the
net book value of the assets which are removed from the list, having been replaced.

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

As a consequence of the adaptation of the General Accounting Plan applied to concessionary companies
operating highways, tunnels, bridges and other toll ways, the highway investment of Acesa as at 31 December
1998 continues to be amortised through charges to the reversion fund.

The depreciation of tangible fixed assets is calculated systematically using the straight line method, based on
the estimated useful life of the assets, taking into consideration wear and tear derived from normal use.

The depreciation rates used to calculate the decline in value of the fixed assets are as follows:

Buildings and other constructions
Machinery
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Toll gate machinery
Highway investments

Rate
2 - 6.6 %
6 - 30 %
7 - 37.5 %
7 - 20 %
10 - 20 %
20 - 37.5 %
3 - 30 %
3 - 12 %
2 - 20 % (*)

(*) Gco depreciats the highway investment during the concession period, based on traffic volume.

g) Financial assets and investments

Investments in companies consolidated by equity accounting are stated at book value as shown in their annual
accounts at 31 December.

Other financial investments are valued at acquisition price, or market price if the value has declined.

h) Deferred expenses

This entry includes:

Expenses incurred in establishing and renewing loans, which are amortised during the period that they are
in force, for an amount of 7,671 thousand euros.

The counterparty of the debt with the Ministry of Public Works, is the result of the agreement signed by
Acesa in October 1998 with the State and the Catalan Government. In this agreement it was established
that the balance pending payment of 20,973 thousand euros for the Montmeló-el Papiol stretch would
be covered by equal payments in each of the last five years of the concession. As counterparty to that
payment, and based on the resolution of the Ministry of Public Works dated 8 April 1999, the equivalent
amount has been accounted for as a deferred expense to be distributed over several years. The cited
resolution establishes that the payments for the above item will be compensated with the discounts established
for specified journeys of vehicles circulating on certain toll highways, with payments being the responsibility
of the Ministry to their full extent. At 31 December 2002 the discounts recorded had reached 4,262
thousand euros, to be offset against the outstanding payment due on balance date of 20,973 thousand
euros (other long term creditors). The balance at 31 December for this item is 16,711 thousand euros.

The financing costs resulting from the debt raised to finance the investment in highways of Aucat and Avasa
are deferred and imputed in the results through the life of the concession, based on income and in accordance
with the applicable norms. As at 31 December 2002 this amount totalled 47,331 thousand euros and
168,205 thousand euros respectively. The other highway concessionary companies do not have deferred
expenses for this item.

Advance rental of the infrastructures by Tradia total 19,952 thousand euros. This amount is amortised during
the 25 years of the contract’s life.

4_3 Acesa Group consolidated annual accounts

Expenses relating to operations contracted in October 2000 linked to the purchase of 48.6% of Gco for
the hedged amount of 120.6 million dollars (see note 17.d). These expenses are recorded monthly during
the 60 months of the hedge. The balance at 31 December 2002 was 14,414 thousand euros.

Inventories

Inventories consist primarily of spare parts for fixed assets and are valued at cost, calculated using the average
weighted price method, making the necessary valuation adjustments and raising the corresponding provisions.

j) Minority interests

This account reflects the interest of minority shareholders in the net book value of fully consolidated companies
at 31 December. The interests of the minority shareholders in results of the year from fully consolidated companies
is shown as “Results attributed to Minority interests”.

k) Reversion fund

The reversion fund of the Group companies is generated annually throughout the concession period for assets
subject to reversion, by means of regular charges to the profit and loss account until the fund totals the net book
value of the assets to be reverted plus the estimated costs to be incurred in order to hand these over in suitable
condition for use, as provided for under the terms of the concession agreement.

In the case of the Spanish concessionary companies, the allocation to the reversion fund is calculated on the
basis of real toll income each year compared with the projected total in the current Financial Plan until the end
of the concession, in accordance with the terms of adaptation of the General Accounting Plan. The amount
allocated to this fund in 2002 was 72,448 thousand euros.

l) Other provisions

Pursuant to the prudence principle, the Group companies register the provisions which they consider necessary
in relation to the inherent risks in the business which could affect them.

m) Provision for retirement and other personnel related liabilities

Acesa Infraestructuras and Autopistas II have externalised, through an insurance policy, the fund which represents
the current value of its future payment obligations to employees, in respect of certain retirement payments.

n) Trade and non-trade debtors and creditors

The debits and credits incurred in operations, whether or not produced in the ordinary course of business, are
recorded at nominal value, making the necessary valuation adjustments to cover bad debt provisions. Amounts
due within one year of the balance sheet date are classified as short-term and amounts due after this date are
considered long-term.

o) Corporation tax

The consolidated profit and loss account for the year reflects the corporation tax expense on fully consolidated
companies. Its calculation includes tax accrued during the year, the effect of timing differences between the tax
assessment base and book profit, as well as tax credits and deductions due to Group companies.

Acesa pays tax on a consolidated basis, together with those subsidiaries that meet the requirements established
in current legislation (see note 14).

p) Foreign exchange differences

Transactions in currencies other than the euro are recorded at the exchange rate on the transaction date. On
the close of the financial year the companies in the euro zone restate all foreign exchange credits and debits
using the official exchange rate at that date. Exchange rate differences generated at close on transactions are
recorded as a loss in the profit and loss account, if negative, or deferred till maturity in the case of profits (see
exchange rate hedging operations of Acesa Infraestructuras in note 17d).

q) Accounting for income and expenses

Income and expenses are recorded on the accruals basis, that is, when the real transfer of goods and services
takes place, irrespective of when the corresponding financial transaction occurs.

r) Actions affecting the environment

Annually, amounts destined to meeting legal requirements related to the environment are recorded either as
an expense or an investment, depending on their nature. The amounts recorded as investments are amortised
over their useful life.

No allocation has been made for liabilities or expenses of an environmental natural, given that there are no
contingencies related with the protection of the environment.

Note 4. Consolidation goodwill

The movement during the year in consolidation goodwill was as follows:

Holdaucat
Aucat
Brisa
Spel
Satsa
Rabat
Parbla
Tradia
Gco
Iberpistas
Avasa
Iberacesa
Autema

Total

Balance at
31.12.01
30,020
64,209
-
2,751
108
108
-
5,368
73,603
25,216
-
-
11,868

Included in
consolidation
perimeter
-
-
187,323
-
-
-
-
-
-
-
71,306
176

Additions
-
98,874
-
-
-
-
665
-
-
356,957
-
-
15,918

Amortisation
(815)
(3,632)
(4,557)
(257)
(29)
(18)
(33)
(282)
(655)
(6,812)
(1,951)
(107)
(816)

Balance at
31.12.02
29,205
159,451
182,766
2,494
79
90
632
5,086
72,948
375,361
69,355
69
26,970

213,251

258,805

472,414

(19,964)

924,506

The inclusions and additions in the consolidation goodwill fund are due to the acquisitions indicated in
note 2. The possible exchange rate risk on the consolidation goodwill of Gco is covered by the exchange rate
hedges detailed in note 17d).

4_3 Acesa Group consolidated annual accounts

Note 5. Negative consolidation differences

The negative consolidation differences correspond to the Saba Group, from its shareholding in Saba Italia,
and the Autopistas II Group, from its shareholding in Túnel del Cadí. The movement in this entry during 2002
was as follows:

Balance at 31.12.01

Additions

Imputed in results

Balance at 31.12.02

Saba Italia
Túnel del Cadí

Total

8,691
14,039

22,730

637

(184)
(696)

(880)

8,507
13,980

22,487

Note 6. Tangible and intangible fixed assets

The amounts and movements in tangible and intangible fixed assets during 2002 were as follows:

Intangible fixed assets
Tangible fixed assets
Investment in highways
Tollgate machinery
Land and natural resources
Buildings and other constructions
Other fixed assets
Other fixed assets in progress
Total

Balance at
31.12.01
114,674
3,538,173
3,003,214
55,014
3,510
246,397
218,328
11,710
3,652,847

Included in
consolidation
perimeter
2,592
1,060,974
955,878
1,766
507
3,217
12,702
86,904
1,063,566

Increase
9,171
185,090
37,862
6,854
213
23,857
21,850
94,454
194,261

Decrease
(1,709)
(17,497)
(40)
(332)
(76)
(11,019)
(5,812)
(218)
(19,206)

Transfers
(3,697)
9,631
76,389
(1,061)
-
18,337
10,522
(94,556)
5,934

Exchange
differences
(5)
(130,959)
(125,746)
(1,623)
-
-
(3,590)
-
(130,964)

Balance at
31.12.02
121,026
4,645,412
3,947,557
60,618
4,154
280,789
254,000
98,294
4,766,438

The movements in accumulated depreciation for the year were:

Intangible fixed assets
Tangible fixed assets
Investment in highways
Tollgate machinery
Buildings and other constructions
Other fixed assets
Provision fixed assets
Total

Balance at
31.12.01
32,313
275,572
87,854
35,360
53,639
98,673
46
307,885

Included in
consolidation
perimeter
270
50,755
44,720
-
913
5,122
-
51,025

Increase
9,217
47,912
16,535
4,035
8,016
19,326
-
57,129

Decrease
(1,415)
(3,151)
-
(65)
(842)
(2,244)
-
(4,566)

Transfers
(337)
615
140
(469)
575
369
-
278

Exchange
differences
(3)
(14,047)
(13,005)
(518)
-
(524)
-
(14,050)

Balance at
31.12.02
40,045
357,656
136,244
38,343
62,301
120,722
46
397,701

Investments in fixed assets outside of Spain total 149,730 thousand euros (180,318 thousand euros gross fixed
assets less 30,588 thousand euros depreciation).

For consolidation purposes, buildings and other constructions includes the amount paid in respect of the latent
appreciation on the acquisition of the investment in Saba, as determined by the assessment of an independent firm
of valuers, which was maintained at the end of the year. The net balance of the latent capital gain at 31 December
2002 was 24,295 thousand euros.

Included in fixed assets are revertible assets valued at 4,282 million euros, depending on the concession in each
case, principally being highway investments, including revaluations and adjustments of 2,068 million euros.

The majority of the buildings and other constructions are linked to the administrative concessions conceded by
distinct public corporations, which must revert to them when the concession period runs out.

The following assets are fully depreciated:

Tollgate machinery
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computing equipment
Other tangible fixed assets
Total gross book value

Amount
22,163
222
37,274
1,995
10,396
2,427
4,499
13,133
92,109

It is the policy of Group companies to contract all the insurance policies considered necessary to cover any possible
risks that could affect tangible fixed assets, with the exception of the buildings and installations of the service stations,
where the concessionary is responsible for insurance. The Group companies have also taken out the necessary civil
liability insurance policies covering their activities in general.

Note 7. Investments

The breakdown of balances and changes in fixed assets is as follows:

Holdings in companies consolidated
by equity accounting
Loans to companies consolidated
by equity accounting
Long-term share portfolio
Long-term deposits
and guarantees
Other credits
Provisions
Total

Balance at
31.12.01
308,762

Included in
consolidation
perimeter
168,413

39,382
1,287

31,434
(3,887)
376,978

10,172
61

166
(317)
178,495

Increase
62,810

Decrease
(37,438)

Transfers
-

Exchange
differences
(4,310)

Balance at
31.12.02
498,237

3,000

1,706
528

32,579
(15,835)
84,788

3,000

(17,895)
(457)

(271)
4,992
(51,069)

60
6

(1,104)
95
2,057

-
-

(4,378)
-
(8,688)

6,000

33,425
1,425

58,426
(14,952)
582,561

4_3 Acesa Group consolidated annual accounts

The breakdown and movement in the companies consolidated by equity accounting is as follows:

Acesa Italia
Brisa
Iberacesa
Parc Logístic ZF
Acesa P. Logística
Auto-Estr. do Atlântico
Areamed 2000
Auto-Estr. do Atlânt. II
Autopistas SGPS
Adq. Emplazamientos
Túnel del Cadí
Iberpistas
Autopista del Henares
Conces. del Elqui
Ibermadrid de Infr.
Autema
Spel
Total

Balance
31.12.01
175,631
-
19,470
11,640
22,946
5,253
974
5
-
3
38,978
22,253
-
-
-
8,231
3,378
308,762

Included in
consolidation
perimeter
-
121,986
19,146
-
-
-
-
-
50
-
-
-
4,628
22,265
338
-
-
168,413

Increase
-
-
787
-
19,467
-
-
-
-
-
1,904
-
-
805
-
10,275
3
33,241

Result
for year
8,000
13,600
293
(149)
368
-
1,630
-
-
-
705
1,427
-
1,812
9
2,235
(361)
29,569

Decrease
(1,120)
(6,300)
-
-
(60)
(5,253)
-
(5)
-
-
-
(23,680)
-
-
-
(1,020)
-
(37,438)

Exchange
difference
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,310)
-
-
-
(4,310)

Transfer
-
-
-
(11,491)
14,095
-
(2,604)
-
-
-
-
-
-
-
-
-
-
-

Balance
31.12.02
182,511
129,286
39,696
-
56,816
-
-
-
50
3
41,587
-
4,628
20,572
347
19,721
3,020
498,237

The holding in Iberpistas consolidated by equity accounting has been fully consolidated since 1 July.

During 2002 the shareholdings in Auto-Estradas do Atlântico and Auto-Estradas do Atlântico II have been sold.

Acesa Infraestructuras has included the following companies in those consolidated by equity accounting:

Brisa with a 10 % shareholding.

Autopista del Henares, Concesionaria del Elqui and Ibermadrid de Infraestructuras, as companies of the Iberpistas
Group which were consolidated by equity accounting.

The consolidated sub-group of Acesa Promotora Logística, S.A. (consolidated by equity accounting) includes the
following holdings consolidated by equity accounting and their respective consolidation goodwill:

Parc Logístic de la Zona Franca
Areamed 2000
Cilsa
Total

Consolidated sub-group at 31.12.02 Acesa Promotora Logística, S.A.

Holdings consolidated by equity accounting
11,491
2,604
25,628
39,723

Consolidation goodwill
-
-
16,614
16,614

The long-term share portfolio is basically composed of the holding in Xfera Móviles, S.A. A provision has been raised
against a significant part of this holding.

In compliance with Article 86 of the Royal Decree-law 1564/1989, the requisite communications were made to
companies in which investment exceeds 10%, as were successive acquisitions of multiples of 5% of the capital.
These acquisitions were also notified to the Spanish Securities Commission (CNMV).

Note 8. Accounts receivable

The breakdown of accounts receivable by type of activity is as follows:

Highways
Car Parks
Telecommunications
Total

Amount
153,812
19,853
49,461
223,126

Note 9. Short-term investments

The average yield from deposits held by the Group companies during 2002 was 3.15%.

Note 10. Equity

The breakdown and movement in equity during the year ended 31 December 2002 was as follows:

Share capital
Share premium
Parent company reserves

Revaluation reserve RDL 7/1996
Legal reserve
Distributable reserves
Reserves in fully consolidated
companies
Reserves in companies
consolidated by equity accounting
Exchange differences
Profits attributable to parent
company
Interim dividend
Total

Balance
31.12.01
876,405
-

603,902
123,910
31,615
21,890

1,855

(54)
171,948

(66,719)
1,764,752

Distribution of result
for the year
-
-

-
16,477
12,875
7,792

2,953

(14)
(171,948)

66,719
(65,146)

Increase
in capital
160,485
115,553

(49,376)
-
-
-

-
-

-
-
-
-

-
195,329

226,662

195,329

The amount of other movements under reserves in fully consolidated companies corresponds to operations in Saba’s
own shares in the delisting takeover offer.

a) Share capital

The share capital of Acesa is made up of 345,629,915 shares each with a nominal value of 3 euros, being
those entered in the share register. The shares are fully subscribed and paid up, of which 308,593,549 are
class A shares and 37,036,366 are class B preference shares which have the same rights as the ordinary
shares and, additionally, have the right to a preferential dividend which will be paid once to holders of these
shares at the end of five years and three months from the publication date of the results of the Takeover Offer
for Iberpistas in the stock exchange bulletin. The maximum amount of the preferential dividend for each preference
share will be the difference between 14.87 euros per share and the weighted average share value of the ordinary
shares in the last quarter prior to calculation, with a upper limit of 4.25 euros per share.

Profit for
the year
-
-

Other
movements
-
-

Balance
31.12.02
1,036,890
115,553

-
-
-
(4,530)

554,526
140,387
44,490
25,152

239

5,047

(4,915)
-

(79,001)
(88,207)

(4,983)
195,329

(79,001)
2,033,390

4_3 Acesa Group consolidated annual accounts

At 31 December 2002 the most important shareholdings were as follows:

Caixa d’Estalvis i Pensions de Barcelona (Group)
Caixa d’Estalvis de Catalunya
Autostrade, S.p.A.
Brisa

%
29.09
8.24
7.21
5.77

All the shares of the company are listed on the Barcelona, Bilbao, Madrid and Valencia stock exchanges and
are quoted on the Spanish interconnection stock exchange system (Continuous Market) and are included in
their IBEX 35 and IBEX utilities indices. Options on shares in the company are traded on the Spanish equity
futures market (MEFF Renta Variable).

On agreement of the Annual General Shareholders’ Meeting of 29 June 2002, the Company increased share
capital by the nominal amount of 111,109 thousand euros, through the issue of 37,036,366 preference shares,
issued as new class B shares in a single series, at a value of 3 euros per share, to be used in the share swap
operation, established to improve the takeover offer made by the Company for the shares of Iberpistas, dated
20 May 2002. The share premium was 115,553 thousand euros. At the same meeting payment of a final
dividend for 2001 was approved, being 0.22 euros gross per share, representing a total sum of 65,146
thousand euros.

By agreement of the Shareholders’ Meeting of 9 December 2002, the Company increased share capital with
a charge against the Revaluation Reserve Account of Royal Decree 7/1996 dated 7 June. One share was
issued for each 20 existing shares, a sum of 49,376 thousand euros.

The Board of Directors was authorised by the Annual General Meeting of 23 May 2000 to increase share capital,
by one or more capital issues, up to a maximum amount of 417,336 thousand euros, during the five years to
23 May 2005. This power remains fully operative.

b) Revaluation Reserve of Royal Decree 7/1996, of 7June

This reserve originates from the revaluation of the fixed assets of Acesa Infraestructuras, by virtue of Article 5
in the above legislation.

As three years have passed since the balance sheet date when the revaluation was made and there has not
been an examination by the Tax Administration, the revaluation operations are thus deemed to be correct and
the balance of the account is accepted by the Tax Inspectorate, accordingly, the balance is available for:

Off-seting book losses.

Increasing share capital.

Creating reserves freely available for distribution, ten years from the date of the balance sheet containing
the revaluation operations.

The balance of this account cannot be distributed, directly or indirectly, unless the capital gain has been realised,
with the understanding that this is the case when the revalued assets have been fully amortised, transferred or
written off in the books. Given the activity transferred in note 1b, the requirement that the capital gain has been
realised can only be understood as such when the company acquiring the revalued assets as part of the new
activity has depreciated those assets, transferred or written them off in the books.

c) Legal reserve

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

The legal reserve can be used for increases in capital, provided the funds used come from the balance exceeding
10% of the capital at the increased amount.

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

d) Reserves in fully consolidated companies and companies consolidated by equity accounting

The breakdown by companies of this entry is as follows:

Iberpistas Group
Saba Group
Holdaucat Group
Gco
Acesa Telecom Group
Total reserves in fully consolidated companies

Acesa Italia Group
Acesa Promotora Logística Group
Iberacesa Group
Saba Group
Total reserves in companies consolidated by equity accounting

Amount
(245)
11,273
12,397
10,277
(8,550)
25,152

Amount
4,082
1,156
214
(405)
5,047

At 31 December 2002 Caixa d’Estalvis i Pensions de Barcelona (”la Caixa”) held directly or indirectly 39.91%
of the share capital in Saba.

e) Exchange differences

The breakdown by companies of this entry is as follows:

Saba Group
Iberpistas Group
Total exchange differences

Amount
(60)
(4,923)
(4,983)

4_3 Acesa Group consolidated annual accounts

Note 11. Minority interests

The balance of this item at 31 December corresponds to the holdings of minority shareholders shown at their book
value on that date in fully consolidated companies of the Saba, Holdaucat, Iberpistas and Acesa Telecom groups
and the company Gco, with the following changes during the year:

Saba Group
Holdaucat Group
Acesa Telecom. Group
Iberpistas Group
Gco
Total

Balance
31.12.01
77,564
22,439
6,006
-
38,467
144,476

Increase
holding
(2,362)
(20,121)
-
5,884
-
(16,599)

Results
5,840
1,275
(698)
722
(10,957)
(3,818)

Dividend attributed
to minority interests
(4,743)
(3,593)
-
(454)
-
(8,790)

Exch. Diff.
-
-
-
(3)
(20,239)
(20,242)

Others
(5,451)
-
-
-
-
(5,451)

Balance
31.12.02
70,848
-
5,308
6,149
7,271
89,576

Note 12. Provisions for liabilities and expenses

The movements under this item during the year ended 31 December 2002 were as follows:

Reversion fund (see note 2k)
Other provisions (see note 2l)
Total

Balance
31.12.01
830,288
62,913
893,201

Included
consolidation
perimeter
415,340
-
415,340

Increase
72,448
11,120
83,568

Decrease
(47)
(4,181)
(4,228)

Exchange
differences
-
(1,196)
(1,196)

Balance
31.12.02
1,318,029
68,656
1,386,685

Note 13. Bond issues and loans with credit institutions

The table below shows the balance of outstanding loans and bonds at year end 2002.

1st bond issue
2 nd bond issue
3 rd bond issue
Total bonds

Syndicated Loan
Syndicated Loan
Loan agreement
Loan agreement
Syndicated Loan
Syndicated Loan
ICO Loan
Loan
Loan
Loan

Maturity
2010
2010
2015

2009
2004
2004
2015
2006
2013
2005
2013
2011
2007

Nominal
20,000
20,000
20,000
60,000

216,365
7,212
27,046
2,724
210,354
189,225
769
301,050
200,000
60,000

Balance taken up
20,000
20,000
20,000
60,000

216,365
7,212
16,871
2,484
210,354
181,414
231
234,735
110,100
60,000

Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Loan
Mortgage
Mortgage
Total loans
Long-term total

Syndicated Loan
Loan agreement
Syndicated Loan
Loans
Factoring
Short-term total
Total bonds and loans with credit institutions.

Maturity
2007
2016
2005
2006
2006
2007
2006
2008
2004
2005
2006
2006
2006
2006
2017
2009
2016

Nominal
60,000
100,000
45,000
40,000
40,000
31,000
30,000
30,000
18,010
15,345
15,259
11,493
7,629
3,780
721
180
731
1,663,893
1,723,893

162,271
877,894
363,000
50,742
24,000
1,477,907
3,201,800

Balance taken up
60,000
55,000
45,000
40,000
40,000
31,000
30,000
30,000
18,010
15,345
15,259
11,493
7,629
3,780
490
127
642
1,443,541
1,503,541

151,582
433,284
363,000
50,127
19,444
1,017,437
2,520,978

During 2002 the companies of the Group have entered various operations to cover their financing requirements.

At 31 December, Group companies have debts in foreign currencies, primarily held by Gco (Argentine pesos), of a
total sum of 55,200 thousand euros, of which 17,039 thousand euros was short term debt. The toll income of
Gco is pledged as guarantee against these debts.

At 31 December companies of the Group have various financial transactions (swaps and collars) to hedge the
financing costs of loans with a nominal value of 927,392 thousand euros. This includes a swap signed in November
2001 for an amount of 60,101 thousand euros which is valid from January 2003. Of these operations, 416,567
thousand euros were arranged with financial institutions that are shareholders of Acesa Infraestructuras.

Part of the loan and credit operations included as debts with credit institutions at 31 December 2002 (310,681
thousand euros long-term and 251,935 thousand euros short-term) were arranged with financial institutions that
are shareholders of Acesa Infraestructuras, at market interest rates.

The weighted average annual interest rate for bonds and long-term debts with credit institutions is approximately
4.15%.

4_3 Acesa Group consolidated annual accounts

Note 14. Tax position

Acesa calculates tax for 2002 on a consolidated fiscal basis, as parent company of the fiscal group of the subsidiary
companies Autopistas II, Serviacesa S.L., Holdaucat, S.L., Autopistes de Catalunya, S.A. (Aucat), Acesa Promotora
Logística, S.A., Acesa Telecom, S.A., Difusió Digital Societat de Telecomunicacions, S.A. (Tradia) and Adquisición
de Emplazamientos, S.L.(Adesal).

The reconciliation of the difference between reported profit in the accounts and the profit subject to company tax
is detailed in the annual report of each company. The reconciliation of the consolidated results and the aggregate
tax assessment base for all the consolidated companies, including consolidation adjustments, is as follows:

Consolidated profit before tax
Permanent differences (including consolidation adjustments)
Timing differences

arising during the year
from previous years
Tax losses carried forward
Tax assessment base

Amount
289,886
(180)
(1,285)

(1,556)
286,865

(278)
(1007)

In calculating the tax payable, the companies of the consolidated group have applied deductions to avoid the double
taxation internally on dividends received, as well as deductions on investments associated with the realisation of
various activities, for a total amount of 2,478 thousand euros.

The balance at 31 December 2002 of prepaid and deferred taxes were 8,053 and 5,041 thousand euros respectively.

Tax losses pending to be offset from companies in the consolidated group totalled 10,513 thousand euros at 31
December 2002, broken down as follows:

Maturity
2002
2003
2004
2005
2006
2015
2016
Total

Amount
32
24
51
48
68
1,931
8,359
10,513

A tax credit of 3,508 thousand euros of these tax loss carry forwards has been recorded under
“Debtors Public Treasury”.

During 2002, companies in the Acesa Group have been involved in various company operations in which they
have opted for the application of the special fiscal regime of Chapter VIII and Title VIII of the Company Tax Law.
These operations were as follows:

Acesa transferred its concession activities where as holder it operated various highways, including the assets,
rights, obligations and other legal relations related with their operation, as well as title to shares and/or
holdings of capital in highway concessionary companies, to a newly created company called Autopistas II,
Concesionaria Española, S.A.

Iberpistas, S.A. transferred the activities related to the Administrative Concession of the Villalba-Villacastín-Adanero
highway, including the activities, assets, rights and obligations of the concession to a newly created company
called Autopistas A-6, S.A.

Increase of capital in Acesa, to use in the share swap established in the public takeover offer made by the
Company for the shares of Iberpistas, S.A.

Increase of share capital in Acesa Promotora Logística, S.A., fully subscribed by Acesa through the non-monetary
transfer of shareholdings in various companies.

In general, the companies that form the Acesa Group have tax declarations of the last four years open to inspection,
for all the taxes that they are subject to. Acesa has been issued the corresponding assessments from the inspection
based on examinations made between 1989 and 1993 and for 2000, of a partial nature and in a consolidated
fiscal regime, which the company has signed in disagreement. These assessments have been appealed and are
pending the decision of the authorities. The eventual impact on the company’s capital that could result, once the
outcome of the appeal is known, is adequately provisioned.

Furthermore, due to different possible interpretations of tax legislation applicable to certain operations, contingent
tax liabilities could arise that are difficult to quantify. Nevertheless, the consequences that could arise would not have
a material effect on the consolidated annual accounts.

Note 15. Income and expenses

a) Net operating revenue

The distribution of net operating revenue by activity and market corresponding to the ordinary activities of
the Group is as follows:

Highway operations
National
International
Car park operations
National
International

Telecommunication infrastructures - national
Total

597,048
29,716

20,442
60,210

Amount
626,764

80,652

54,167
761,583

Acesa Infraestructuras has not recorded income for the years 2000 and 2001 corresponding to the highway
toll rate revision by the State in the year 2000, not authorised by the Minister of Public Works, for an amount
of approximately 17,391 thousand euros. The Company has appealed this decision in the courts.

b) Personnel

The average number of employees in the Parent and Group companies is as follows:

Permanent staff
Temporary staff
Total

Importe
3,401
589
3,990

4_3 Acesa Group consolidated annual accounts

c) Extraordinary items

The extraordinary items include the effect of the revaluating the loans in Gco by the Stabilisation Reference Rate
(CER) (for an amount of 23,868 thousand euros), the deferral of amortisation resulting from the adaptation of
Aucat to the new general accounting plan for toll highways (for an amount of 8,547 thousand euros), the
recognition in Tradia of expenses incurred and investments related with the acquisition and construction of sites
(for an amount of 7,804 thousand euros), the capital gain obtained by Acesa Infraestructuras in the sale of its
shareholding in Auto-Estradas do Atlântico (for an amount of 13,569 thousand euros) and other extraordinary
items recorded in other companies of the Group.

d) Contribution of each Company to the consolidated result

The breakdown by companies of the results attributed to the Parent Company is as follows:

Acesa Infraestructuras
Autopistas II
Iberpistas Group
Saba Group
Brisa
Holdaucat Group
Acesa Italia Group
Autema
Acesa Promotora Logística Group
Tunel del Cadí
Iberacesa Group
Gco
Acesa Telecom Group
Total

Consolidated result
66,585
93,801
28,871
13,680
13,600
10,914
8,000
2,235
1,849
705
293
(21,318)
(27,704)
191,511

Minority interests
-
-
(722)
(5,840)
-
(1,275)
-
-
-
-
-
10,957
698
3,818

Result attributed
to parent
66,585
93,801
28,149
7,840
13,600
9,639
8,000
2,235
1,849
705
293
(10,361)
(27,006)
195,329

e) Transactions in foreign currency

The transactions in foreign currency are primarily those undertaken by Gco (Argentine pesos), with the details
set out below, expressed in thousand euros:

Toll income
Services provided
Services received

Amount
24,523
1,044
6,058

Note 16. Environmental information

The Group gives maximum attention to activities aimed at protecting and conserving the environment, with each
Company taking the necessary actions to minimise the environmental impact of the infrastructures managed, with
a view to gaining the maximum possible integration with their surrounding area.

The Acesa Group has invested 3,246 thousand euros during 2002 in improving the environment, through the
following actions:

Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on-ramps and off-ramps.

Cleaning up and clearing of slopes with thick forestry vegetation and/or in semi-urban or urban zones to avoid
the risk of fires on the one hand, and improve the visual appearance on the other.

Restoration and improvement of marginal areas destroyed by fires through replanting native trees. This will lead
to an improved landscape, whilst also contributing to increase the forestry value of the highway.

Installation of screens to reduce the visual impact and noise at certain points of the highway.

Studies and projects to evaluate the impact of the evolution of traffic on the environment around the highway.

In 2002 Acesa has also made contributions of 1,177 thousand euros to the Castellet de Foix Foundation, whose
principal objective is to promote studies into the effects of large-scale infrastructures on the environment, economy
and demography.

Note 17. Other information

a) Annual remuneration of the directors for their management as members of the Board of Directors of Acesa
Infraestructuras is fixed as a share in the liquid profits. It can only be paid out once transfers to reserves
that the Law establishes are covered, and it should not exceed, under any circumstances, one percent
of the profits. The Board of Directors may distribute this sum amongst its members in the form and amount
it decides.

Overall remuneration of the board members of Acesa in all the Group companies totalled 3,832 thousand euros
in 2002, of which 2,107 thousand euros corresponded to salaries and expenses, and 1,725 thousand euros
to other payments, travel expenses, insurance premiums and pensions.

Acesa does not use any remuneration system linked to the evolution of the Company’s shares on the stock
market for any of its employees or any members of the Board of Directors.

b) The Company, respecting the second general point of the Code of Good Governance prepared by the “Special
Commission for the Study of a Code of Ethics for Company Boards of Directors”, states, once again, that the
members of the Board of Directors are nominated by the core shareholders which hold the majority of the
company’s shares.

With regard to the structure of the Company’s administrative body, there is an Executive Commission that meets
monthly. Additionally, in 2002 an Audit and Control Commission was formed.

Finally, the Board of Directors approved an internal regulation, notifying the market of this through the Spanish
Securities Commission (CNMV).

c) As at 31 December, the Group has guarantees to third parties given by financial entities, which are detailed

below by company:

Acesa Infraestructuras
Saba
Iberpistas
Autopistas II
Avasa
Castellana
Aucat
Tradia
Autopista A-6
Total

Amount
247,107
27,238
20,197
19,182
11,197
14,640
14,279
2,439
1,286
357,565

4_3 Acesa Group consolidated annual accounts

The guarantees of Acesa Infraestructuras correspond principally to guarantees given by financial institutions to
Public Administrations for certain commitments (investments, operation of services, etc.) undertaken by group
companies. It is not considered that these guarantees will lead to unexpected material losses.

d) In the year 2000 Acesa Infraestructuras contracted exchange rate hedges on the investment made in the

Argentine company Gco.

The following financial instruments were contracted:

Transactions without the exchange of principal on maturity (Non Delivery Forward). The nominal value of
all these transactions is USD 120.6 million. Acesa Infraestructuras sells 120.6 million Argentine pesos in
exchange for USD 120.6 million, with maturity in October 2005, having fixed the exchange rate to buy
Argentine pesos on maturity in 2002.

Cross-currency interest rate swap (Cross-Currency IRS) between USD and Euros. The nominal value of
these transactions is USD 120.6 million, with maturity in October 2005.

The premiums paid up front for the hedging transactions are accounted for on a straight-line basis over the
period of the transaction (see note 3h.). The interest payments of the cross currency interest rate swap are
recorded as financial income or expense over the period of the operation.

The exchange rate differences arising from the exchange of euros in these transactions will be recorded on the
cancellation or settlement of the hedging transaction.

e) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. for auditing services and other services
provided to the Group totalled 316 thousand euros. The fees received during the year for other services provided
to the company for other companies trading under the name PricewaterhouseCoopers totalled 296 thousand euros.

Note 18. Financial plan

In February 2000, the Ministry of Public Works approved the update of Acesa’s Financial Plan, which reflects
modifications owing to the implementation of the Order dated 10 December 1998 that approved the terms of
adaptation in the General Accounting Plan for concessionaire companies of highways, tunnels, bridges and other
toll routes.

In July 2000, Aucat presented a new Financial Plan, which was presented to the Delegation of the Catalan
Government on 4 August 2000 and approved on 10 May 2001.

The Financial Plan applicable to Autopista A-6, S.A. was presented on 31 December 1997 to the Delegation
of the Government in the Concessionaire Companies of National Toll Highways. Subsequently, the Order of 10
December 1998 approved the terms of adaptation in the General Accounting Plan for concessionaire companies
of highways, tunnels, bridges and other toll routes, with the Company adopting the criteria established therein,
which practically agree with the terms outlined in said Financial Plan.

The Financial Plan of Castellana was approved by Royal Decree 1724/1999. This was prepared in accordance
with the criteria contained in the Order of the Ministry of Finance of 10 December 1998, which approved the
terms of adaptation in the General Accounting Plan for concessionaire companies of highways, tunnels, bridges
and other toll routes.

This Plan will be valid, without prejudice to the provisions established by clause 47 of the List of General Clauses,
for the first 20 years of the concession. After this period and having adjusted the concession period based on
real traffic volumes, a new Financial Plan will have to be presented for approval by the Delegation of the Government

in the Concessionaire Companies of National Toll Highways.

The Financial Plan presented by Avasa was approved, by Royal Decree 172/2000, dated 4 February 2000, published
in the Official State Bulletin (Boletín Oficial del Estado) on 10 February 2000, which reflected the variations arising due
to the reduction in tolls by 32.5% and the extension of the concession until 11 November 2026.

Due to the process of debt restructuring carried out by Avasa, which has led to significant modifications in the
circumstances considered in the preparation of the Plan approved by Royal Decree 172/2000, this company,
presented its current Financial Plan on 13 August 2001. This Plan is pending a response from the Administration.

At the time of preparing these annual accounts Gco is in the process of renegotiating with the Argentine government
the terms of the concession contract, with the aim of ensuring the continuity and profitability of the services
provided.

Elqui has certain rates on its concession which will be readjusted in line with rate adjustment formulas for currency
fractions, in accordance with the terms in this respect in the tender document.

The other companies accounted for by equity accounting have their own corresponding financial plans.

These plans include the forecast evolution of distinct variables that are used in the projection (traffic, inflation,
interest rates, etc.), using variables which are considered reasonable and coherent taken as a whole.

Note 19. Subsequent events

On 19 December 2002 the Board of Directors of Acesa Infraestructuras approved the proposed merger through
absorption of Aurea Concesiones de Infraestructuras, S.A. by the Company, which is to be submitted to the respective
general shareholders meetings in the first four months of 2003, being formalised from 1 January 2003 for accounting
purposes.

In February 2003 authorisation was received for the merger from the Competition Authorities.

Schemaventotto, S.p.A., in which Acesa Italia has a 12.8 % shareholding, has made a public takeover offer for
100% control of Autostrade, S.p.A., company in which it holds 30% of the shares.

4_3 Acesa Group consolidated annual accounts

Acesa Group
2002 Management Report

The evolution of the Acesa Group has been clearly satisfactory during 2002. In general, all consolidated figures have
increased, which is basically due to:

The greater contribution from the Iberpistas Group (fully consolidated from 30 June), having increased the
shareholding from 8% to 98.4% following a public takeover offer.

The incorporation of new shareholdings acquired in recent years. The profit of companies consolidated by equity
accounting rose significantly as a consequence, primarily, of the incorporation of Brisa, Autema and Túnel del
Cadí, as well as the positive trend of the Italian company Autostrade.

The positive performance of the other companies already in the Group in the previous year.

Operating income was up 12% on 2001, reaching 762 million euros. By sectors, 82% of the total was from
highway operations, 11% from car parks and 7% from telecommunication infrastructure activities (the activity
of logistic services is consolidated by equity accounting, so its revenue is not included directly in the consolidated
total for the year).

The financial result reflects the increased debt due to the investments undertaken, as well as the additional debt
burden assumed with the new companies included, although overall consolidated debt levels are still below those
of other companies in the sector, a factor ensuring that solid and profitable investment opportunities which may arise
in the future can be taken up.

Acesa has continued its policy of selective investments with the objective of providing its shareholders with an
adequate combination of growth and yield without the need to seek additional funding from them.

Consolidated profit for the year reached 195 million euros, which represents a 14% increase over the previous year.

The following events in the distinct sectors where the Group is active occuring during the year can be highlighted:

In the highway sector significant investment has been made to consolidate the position in Catalonia (increase
in shareholdings of Aucat – to 100%, Autema and Túnel del Cadí), nationally (control of 98.4% of Iberpistas)
and in Europe (acquisition of 10% of Brisa).

Also at the international level, the progress in the process of building international alliances can be highlighted,
with the entrance of Brisa and the increase of Autostrade’s shareholding in Acesa Infraestructuras.

In general, traffic on the highway network managed by the different companies of the Group has evolved positively
during the year, with increases in the ADT (Average Daily Traffic) of 4.5% in Autopistas II, 5.6% in Iberpistas
Group and 8.4% in Aucat.

In the car park sector, the Saba Group continued to evolve positively. A total of 50.4 million vehicles used the
Saba Group car parks, an increase of 6.5%, and it has continued its international expansion, particularly in Italy
and Portugal.

In the logistic services sector, Acesa Promotora Logística has become the head of the Group in this sector after
Acesa Infraestructuras transferred its shareholdings in Parc Logístic de la Zona Franca and Areamed 2000. All
the companies have increased their activity and income, and at the beginning of 2003 Acesa Promotora Logística
has commenced two new logistic centre projects in Sevilla and Álava that complement those that already exist
in the area of Barcelona.

In the telecommunications infrastructure sector the growth process continues for Tradia in all its activities involving
the transmission of radio signals, of mobile telephone operators and closed user groups, whilst establishing the
bases for its expansion nationwide.

Acesa Infraestructuras, as head of the Group, has continued its dividend policy of recent years, maintaining its position
amongst listed companies as having one of the highest dividend yields.

The 2002 financial year has also been characterised by the process of adapting the company structure of the Group
to the significant changes that have occurred in recent years.

As a result of this change, the new organisation has built on three principal axes:

The corporation (Acesa Infraestructuras), parent company of the Group, which determines the principal directives
for Group activities.

The shared services (Serviacesa), which provide administrative and technological support to the business units,
amongst other services.

The business units, structured in the four activity areas of highways, car parks, logistic services and telecommunication
infrastructures.

In line with these changes, November saw completion of the move of the corporation, the shared services and the
head offices of the business units to the new head office at Parc Logístic de la Zona Franca, Barcelona.

At the end of December the Company’s Board of Directors approved the merger by absorption of Áurea Concesiones
de Infraestructuras, S.A., announced in May by the core shareholders of the two companies. Subsequently, in 2003
the agreement of the Competition Authorities has been obtained, with the merger now pending approval of the
respective annual general meetings to be held in the first four months of 2003. This merger will create one of the
largest European groups in the management of infrastructures serving mobility and communication, with a size that
will give it better international competitiveness and an optimum positioning for new infrastructure concessions expected
in the coming years nationally and internationally.

The Company has not traded in its own shares during 2002.

4_ 4 Acesa Infraestr ucturas, S.A. annual acounts

Balance sheet at 31 December
(thousand euros)

A S S E T S
Fixed Assets
Intangible fixed assets

Computer software
Studies and projects
Amortisation

Tangible fixed assets

Highway investments
Highways under construction
Land and natural resources
Buildings and other constructions
Machinery and vehicles
Installations, tooling and furniture
Other fixed assets
Depreciation

Investments

Investment in subsidiary and associated companies
Long-term loans to group companies
Long-term share portfolio
Long-term deposits and guarantees
Provisions
Deferred expenses
Current assets
Inventories
Accounts receivable

Advance payments to creditors
Trade debtors
Debtors – Public Treasury compensation
Group company debtors
Sundry debtors
Personnel
Public Treasury
Provisions

Short-term investments

Short-term loans to group companies
Interest receivable
Other credits

Treasury
Cash
Banks and credit institutions
Prepayments and accrued income

2002
3,232,768
703
36
668
(1)
11,744
-
-
699
8,021
242
10,736
-
(7,954)
3,220,321
2,732,060
530,354
-
2
(42,095)
14,414
203,057
-
10,570
12
-
-
7,568
3,761
16
940
(1,727)
191,529
163,815
3
27,711
956
18
938
2

2001
3,159,705
1,873
5,799
285
(4,211)
2,351,773
2,370,466
1,377
699
7,792
5,053
11,752
5,761
(51,127)
806,059
807,066
-
11,892
60
(12,959)
37,986
172,027
2,372
85,313
1
6,221
69,422
-
8,339
63
1,745
(478)
81,823
81,812
11
-
2,470
409
2,061
49

Total assets

3,450,239

3,369,718

L I A B I L I T I E S
Equity
Share capital
Share premium
Reserves

Revaluation reserve RDL 7/1996
Legal reserve RD 1564/1989
Voluntary reserves

Profit and loss account
Interim dividend
Provisions for liabilities and expenses

Reversion fund
Other provisions

Long-term creditors
Bond issues
Debt with credit institutions
Other creditors

Public Treasury

Short-term creditors
Bond issues (interest)
Debt with credit institutions

Loans
Interest on loans

Debts with Group companies
Trade creditors

Trade creditors
Other creditors
Other non trade creditors
Public Treasury
Accrued payroll expense
Other debts
Deposits and guarantees received

2002
2,009,416
1,036,890
115,553
753,157
554,526
140,387
58,244
182,817
(79,001)
42,419
-
42,419
606,354
60,000
546,354
-
-
792,050
553
749,979
737,632
12,347
16,452
9,442
7,306
2,136
15,624
14,226
1,088
279
31

2001
1,744,084
876,405
-
769,636
603,902
123,910
41,824
164,762
(66,719)
841,489
796,702
44,787
461,327
60,000
380,354
20,973
20,973
322,818
505
248,085
245,224
2,861
-
34,637
20,938
13,699
39,591
28,719
3,699
4,113
3,060

Total liabilities

3,450,239

3,369,718

4_4 Ac e sa Inf ra es tr uctu ra s, S. A. An nu a l Aco un ts

Profit and loss account at 31 December
(thousand euros)

E X P E N S E S
Personnel expenses
Salaries and wages
Social security
Pension fund and other personnel-related liabilities

Depreciation of fixed assets
Movement in trading provisions
Other operating expenses
External services
Taxes
Allocation to reversion fund

Total operating expenses

2002
34,559
28,227
6,181
151
5,924
1,699
53,107
25,189
413
27,505
95,289

Operating profit
Financial costs, related expenses and variation in investment provision

130,736
51,110

2001
61,056
49,270
11,403
383
10,714
(189)
96,801
41,151
986
54,664
168,382

270,049
41,373

Total financial expenses

Positive financial result

Profit on ordinary activities
Losses on disposal of fixed assets and extraordinary expenses

Change in fixed asset provisions

Profit before tax
Corporation tax

Profit for the year

51,110

41,373

106,815

237,551
-

33,555

217,565
34,748

250,415
3,822

248,873
84,111

182,817

164,762

N E T I N C O M E
Net Operating revenue

Toll income
Discounts and rebates on tolls

2002
211,640
217,284
(5,644)

2001
421,720
431,980
(10,260)

Other operating income

Auxiliary income and other management income

14,385
14,385

16,711
16,711

Total operating income

Income from investments in Group companies
Other interests and related income

Total financial income

Loss from financial operations

Profit from disposal of fixed assets and extraordinary income

Extraordinary loss

226,025

438,431

142,243
15,682

18,214
3,525

157,925

21,739

19,634

13,569

19,986

2,280

1,542

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

Acesa Infraestructuras, S.A.
Notes to the annual accounts for the year ended 31 december 2002

Note 1. Activity

a) Activity

Its statutory purpose until the transfer of the concession activity was in line with the legal framework applicable
to Concession Highway Companies.

The Company will also be able to undertake any other activity related with transport, communications and
telecommunications infrastructures to serve mobility and transport of people, goods and information, with the
necessary authorisation if required.

The Company can carry out its statutory purpose, especially the concessionary activity, directly or indirectly,
through its participation in other companies, being subject, with respect to them, to the legal provisions in force
at that time”.

As indicated in note 6, the Company participates in highway and car park concessions, and in logistic services
and telecommunications infrastructures through the respective companies and with the percentage holdings
detailed therein.

b) Transfer of activity

As a result of the transfer of the branch of activities indicated, the Company, as sole shareholder of Autopistas II
decided to increase the share capital of this company by 876,405 thousand euros by issuing and releasing
292,134,982 shares with a nominal face value of 3 euros each and a total share premium of 770,722 thousand
euros, which would be fully subscribed and paid up through the non-financial transfer of said branch of activities.
Execution of the corresponding deed to increase capital established 1 July as the date from which it would be
understood that all operations were effective on account of Autopistas II.

Asset
Net fixed assets

Intangible fixed assets
Tangible fixed assets
Investments
Deferred expenses
Current assets

Liabilities
Deferred income
Provisions for liabilities and expenses (reversion fund)
Long-term creditors
Short-term creditors

Thousand euros

1,552
2,354,139
673,954

3,029,645

17,540
156,886
3,204,071

334
824,207
551,327
181,076
1,556,944

In the tables and movements in the notes to the accounts, the column “transferred out” reflects transfers resulting
from that contribution.

Note 2. Basis of presentation

a) Accounting principles

The annual accounts have been prepared from the company’s accounting records, in accordance with generally
accepted accounting principles in Spain, established under current laws and regulations, and in particular, under
the terms of adaptation set out in the General Accounting Plan for motorway, tunnel, bridge and other toll
concession operators due to the entry into effect of the Order dated 10 December 1998.

The figures contained in the balance sheet, profit and loss account, statement of source and application of funds
and the notes to these accounts are expressed in thousand euros.

The consolidated annual accounts of the Acesa Group for 2002 are presented separately from the individual
accounts. The main information taken from the audited consolidated annual accounts is as follows:

Total assets
Equity
Consolidated operating income
Profit or loss for the year attributed to the Parent Company - profit

6,458,681
2,033,390
794,045
195,329

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

b) Comparison of information

As a consequence of the contribution from the branch of activity described above in note 1b, the balance sheet
and the profit and loss account for 2002 are not comparable with those of the previous year, as the 2002
statements only include the concession activity until the date of transfer (first half of 2002), whereas the figures
corresponding to 2001, approved at the Annual General Shareholders’ Meeting on 29 June correspond to a
full year of concession activity.

Note 3. Proposed distribution of results

a) The following distribution of results will be submitted for approval at the Annual General Shareholders’ Meeting:

Basis of distribution
Profit for the year
Distribution
Dividends
Legal reserve
Voluntary reserve

Amount
182,817

156,076
18,282
8,459
182,817

b) During 2002 an interim dividend was paid of an amount of 79,001 thousand euros, equivalent to 8% of the

nominal share value. The interim dividend amounted to 0.24 euros gross per share.

The table below shows the existence of sufficient profit for the period to cover the payment of the interim
dividend, which was made on 25 October 2002, and the accounting statements indicating sufficient liquidity
to make the payment of this interim dividend.

Net profit for period 1.01.2002 to 30.09.2002
To deduct:
Legal reserve
Total amount available for distribution
Amount proposed and distributed
Cash funds available prior to distribution
Gross amount of dividends charged
Cash funds available after dividend payment

Note 4. Accounting policies

Amount
124,281

(12,428)
111,853
79,001
172,938
(79,001)
93,937

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

Intangible fixed assets

Computer software is recorded at cost and amortised at 33% per year.

Studies and projects are accounted for at acquisition price and amortised on a straight-line basis over a maximum
period of ten years from the date when the project is deemed viable.

b) Tangible fixed assets

Tangible fixed assets are valued at cost, revalued in accordance with diverse legal provisions.

The costs of refurbishment, enlargement or improvements of tangible fixed assets are capitalised only when
such additions increase the capacity, productivity or useful life of the asset and provided that it is possible to
identify the net book value of the assets which are disposed.

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

Depreciation of tangible fixed assets is calculated systematically using the straight line method based on the
estimated useful life of the asset, after taking into account actual wear and tear.

As a consequence of the Adaptation of the General Accounting Plan applied to concessionary companies operating
highways, tunnels, bridges or other toll ways, the investment in highways as at 31 December 1998 was amortised
during the first half-year (period of concession activity of the Company) through transfers to the reversion fund.

The adaption of rates applied to fixed assets are as follows:

Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets
Tollgate machinery
New highway investments from 1 January 1999

c) Financial assets and investments

Rate
2- 3 %
16 - 30 %
25 - 37.5 %
8 - 15 %
10 - 15 %
25- 37.5 %
20 -30 %
5.6 - 12 %
2 - 20 %

Investments in Group and associated companies and long-term securities are shown in the balance sheet at
the lower of acquisition cost or market value.

The market price for investments in Group or associated companies, or other traded securities that are not
publicly listed is calculated as the net book value, plus the latent capital gains at the time of acquisition and which
remain af the balance sheet date.

The difference between the acquisition cost and the net book value of the subsidiary and associated companies
at the time of acquisition is considered as goodwill, which is amortised over a maximum period of twenty years,
or in the case of highways or other types of concessions, over the remaining life of the concession, given that
this is the most appropriate period for generating the resources required to recover the goodwill, to the extent
that the recovery is not realised through increases in the net book value of the subsidiary and associated
companies.

The allocation of provisions is made considering the evolution of the shareholders’ funds of the associated
company.

The company undertakes currency hedges against exchange rate risks related to investments to significantly
reduce or eliminate these risks, using the necessary financial instruments. Note 6.c. describes the hedges made
by the company and how they have been accounted for.

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

d) Deferred expenses

The amount shown in this entry corresponds to expenses arising from the operations contracted in October
2000 related to the acquisition of 48.6 % of Grupo Concesionario del Oeste, S.A. (hereafter Gco) for a hedged
amount of 120.6 million dollars (see note 6.c.). These expenses are recorded monthly over the 60 month
period of the hedge.

e) Reversion fund

The reversion fund (the balance being transferred to Autopistas II in the transfer of the branch of activity mentioned
in note 1b) is generated annually throughout the concession period for assets subject to reversion, by means
of regular charges to the profit and loss account until the fund totals the net book value of the assets to be
reverted plus the estimated costs to be incurred in order to hand these over in suitable condition for use, as
provided for under the terms of the concession agreement.

The allocation to the reversion fund, in accordance with the terms of adaptation of the General Accounting Plan,
is calculated on the basis of real toll income each year compared with the projected total in the current Financial
Plan until the end of the concession. The amount allocated to this fund in 2002 until the transfer of the activity
is 27,505 thousand euros.

f) Other provisions

Pursuant to the prudence principle, the company registers the provisions which it considers necessary in relation
to the inherent risks in the business (see note 1) which could affect the company.

g) Provision for retirement and other personnel-related liabilities

The Company has externalised, through an insurance policy, the fund which represents the current value of its
future payment obligations to employees, in respect of retirement payments.

h) Trade and non-trade debtors and creditors

The debits and credits incurred in operations, whether or not produced in the ordinary course of business,
are recorded at nominal value, making the necessary valuation adjustments to cover bad debt provisions.
Amounts due within one year of the balance sheet date are classified as short-term and amounts due after
this date are considered long-term.

i) Corporation tax

The profit and loss account includes the charge for corporation tax, the calculation of which incorporates the
full amount of tax accrued for the year, the effect of timing differences between the corporation tax assessment
basis and book profit which revert in subsequent periods, and all credits or allowances to which the company
is entitled. The corporation tax charge is calculated in accordance with Note 12.

The company pays tax on a consolidated basis, in accordance with the current legislation.

Foreign exchange differences

Transactions in currencies other than the euro are recorded at the exchange rate on the transaction date. On
the close of the financial year the company restates all foreign exchange credits and debits using the official
exchange rate at that date. Exchange rate differences generated at close on transactions are recorded as a loss
in the profit and loss account, if negative, or deferred till maturity in the case of profits (see exchange rate hedging
transactions in notes 4c and 6c).

100

k) Accounting for income and expenses

Income and expenses are accounted for as on accruals basis, that is, when real transfer of goods and services
takes place, irrespective of when the corresponding financial transaction ocurs.

Income from tolls and others inherent to highways activities and, where appropiate, the sale of goods, is registered
without including the tax which corresponds to these operations, and all discounts are deducted as minor sums,
whether or not they are included in the invoice.

l) Actions affecting the environment

Annually, amounts outlaid in meeting legal requirements related to the environment are recorded either as an
expense or investment, depending on their nature. Amounts recorded as an investment are amortised over their
useful life.

No provision has been made for liabilities and expenses related to the environment, given that no contingencies
exist with respect to environmental protection.

Note 5. Tangible and intangible fixed assets

The balances and movement during 2002 in tangible and intangible fixed assets were as follows:

Intangible fixed assets
Tangible fixed assets
Investment in highways
Tollgate machinery
Investment in highways under construction
Land and natural resources
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets

Balance at
31.12.01
6,084
2,402,900
2,326,567
43,899
1,377
699
7,792
5,053
2,531
6,633
2,588
3,824
1,937

Increase
1,262
18,230
12,604
992
366
-
232
546
274
1,218
1,638
229
131

Decrease
(25)
(347)
-
-
-
-
(3)
(327)
-
-
(4)
-
(13)

Transferred out
(6,617)
(2,401,085)
(2,339,171)
(44,891)
(1,743)
-
-
(5,030)
(2,773)
(164)
(1,205)
(4,053)
(2,055)

Balance at
31.12.02
704
19,698
-
-
-
699
8,021
242
32
7,687
3,017
-
-

Total

2,408,984

19,492

(372)

(2,407,702)

20,402

101

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

Movements in accumulated depreciation during the year were:

Intangible fixed assets
Tangible fixed assets
Investment in highways
Tollgate machinery
Buildings and other constructions
Machinery and vehicles
Tooling
Other installations
Furniture
Computer equipment
Other fixed assets

Balance at
31.12.01
4,211
51,127
2,729
30,529
1,737
3,746
1,953
4,699
1,860
2,846
1,028

Increase
880
4,083
1,283
1,638
114
178
66
374
114
189
127

Decrease
(25)
(310)
-
-
(3)
(295)
-
-
-
-
(12)

Transferred out
(5,065)
(46,946)
(4,012)
(32,167)
-
(3,540)
(1,994)
(163)
(892)
(3,035)
(1,143)

Balance at
31.12.02
1
7,954
-
-
1,848
89
25
4,910
1,082
-
-

Total

55,338

4,963

(335)

(52,011)

7,955

The following assets are fully depreciated:

Buildings and other constructions
Tooling
Other installations
Furniture

Total book value

Amount
15
18
3,181
873

4,087

It is company policy to contract all the insurance policies considered necessary to cover all possible risks that
could affect tangible fixed assets. The company has also taken out the necessary civil liability insurance policies
to cover its activities in general.

Note 6. Investments

The movements recorded in financial investments were as follows:

Shareholdings in subsidiary and associated companies
Long-term loans to group companies
Long-term share portfolio
Long-term deposits and debentures
Less: provisions

Balance at
31.12.01
807,066
-
11,892
60
(12,959)

Increase
2,616,013
530,354
-
285
(34,222)

Decrease
(17,398)
-
(11,892)
-
5,076

Transferred out
(673,621)
-
-
(343)
10

Balance at
31.12.02
2,732,060
530,354
-
2
(42,095)

Total

806,059

3,112,430

(24,214)

(673,954)

3,220,321

102

a) Shareholdings in subsidiary and associated companies

The principal movements recorded are as follows:

Incorporation with capital of 60 thousand euros and subsequent increase in capital of Autopistas II, through
the transfer of activities carried out by the Company (see note 1b) for an amount of 1,647,187 thousand
euros. The financial investments provided in this capital increase (detailed in the column “Transferred out”)
correspond to the shareholdings in Acesa Italia, S.R.L., Holdaucat, S.L., Iberacesa, S.L., Túnel del Cadí, S.A.C.,
Brisa, Auto-estradas de Portugal, S.A. (hereafter, Brisa), Autopistas Concesionaria Española (Portugal), SGPS,
S.A. and Autopista Terrassa-Manresa, Autema, Concesionaria de la Generalitat de Catalunya, S.A. (hereafter,
Autema).

Increase of shareholding in Ibérica de Autopistas, S.A. (hereafter, Iberpistas) by 90.32 % for an amount of
600,817 thousand euros, as the result of a public takeover offer made for the Company during 2002. The
investment made, 374,155 thousand euros in cash – including amount of associated expenses- and 226,662
thousand euros from an increase in capital through a share swap (see increase in capital in note 8).

Acquisition of 10 % of Brisa for a total amount of 309,124 thousand euros.

Increase of shareholding in Autema with the purchase of a further 12.28% for 26,193 thousand euros,
bringing the current holding to 22.33%.

Two capital increases of Acesa Promotora Logística, S.A. of 12,650 and 18,722 thousand euros respectively.
The first increase, through the provision of cash (used to participate in the increase in capital of Cilsa, increasing
the shareholding to 32%) and the second, through non-cash transfer of shareholding in Parc Logístic de la
Zona Franca, S.A., Areamed 2000, S.A., Uspa Ventura Hoteles, S.A. and Port Aventura, S.A., made at the
existing book value of these shareholdings.

Acquisition of 1.8 % of Túnel del Cadí, S.A. for 1,267 thousand euros. Current shareholding stands at
37.19%.

Creation of the companies Autopistas-Conces. Espanhola, SGPS, S.A. and Serviacesa, S.L. for the amount
of 50 thousand and 3 thousand euros respectively. Acesa is the only shareholder in both companies.

Increase in the shareholding of Aucat, a company indirectly held through Holdaucat, to reach 100 % of the
share capital.

Sale of shareholdings in the companies Auto-Estradas do Atlântico, S.A. and Auto-Estradas do Atlântico II CS, S.A.
with an accounting value of 5,492 thousand euros.

The provisions existing at the close of the financial year correspond to the shareholding in Acesa Telecom, S.A.
(38,594 thousand euros) and Gco (3,501 thousand euros, once the effect of the hedge mentioned in paragraph
C) of this note is taken into account). At the time of preparing these annual accounts, Gco is in the process of
renegotiating the terms of its concession with the Government of Argentina, with the objective of ensuring the
continuity and profitability of services.

The following tables show the breakdown of the Company’s direct and indirect shareholdings in subsidiary and
associated companies, together with the breakdown of equity at 31 December 2002 or the latest public
information available (the information for companies in foreign currency has been converted to euros at the year
end official exchange rate).

Following the transfer of activities described in note 1b, there are companies that have changed from being
direct shareholdings to being indirect shareholdings of Acesa Infraestructuras (through Autopistas II). The
amount of the dividends received by the Company in 2002 whilst they were direct holdings was 13,344
thousand euros.

103

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acou nts

Direct shareholdings
(thousand euros)

Company

Serviacesa

Registered Office

Activity

Avda. Parc Logístic, 12-20.
Barcelona

Management
company

Share
caiptal

Reserves
(interim div.
deducted)

2002
Result

Value of
shareholding

Dividends
received

% holding

100.00

Highway operations

Autopistas II

Iberpistas

Grupo Concesionario
del Oeste, S.A. (Gco)

Car Parks

Avda. Parc Logístic, 12-20.
Barcelona
Pío Baroja, 6.
Madrid
Ruta Nacional nº 7, km
25,92. Ituzaingo Argentina

Toll highway
concession holder
Toll highway
concession holder
Toll highway
concession holder

100.00

876,465

677,232

114,303

1,647,187

93,490

98.39

176,027

47,235

32,005

648,138

29,983

48.60
(1)

21,706
(1)

8,969
(1)

(16,772)
(1)

140,589

Saba Aparcamientos, S.A.
(Saba)

Avda. Parc Logístic, 12-20.
Barcelona

Car Parks

55.84
(3)

18,886

93,892
(*)

13,977

96,822

5,366

Logistic Services

Acesa Promotora
Logística, S.A.

Telecommunications

Acesa Telecom, S.A.

Avda. Parc Logístic, 12-20.
Barcelona

Promotion and
operation of logistics
centre

100.00

44,842

9,416

169

53,805

Avda. Parc Logístic, 12-20.
Barcelona

Telecommunication
services

100.00

149,236

20,907

(27,262)

145,516

2,732,060

128,899

(1) Amount not adjusted for the positive effect of inflation reflected in the Argentinean financial statements. The possible exchange rate risk on
the value of the investment is hedged through the operations described in paragraph c of this note. The shares of Grupo Concesionario del
Oeste, S.A. are listed on the Buenos Aires Stock Exchange. The average share price during the last quarter of 2002 was 1.07 Argentine
pesos. At the close of the year, the share price was 1.26 Argentine pesos. The company holds 57.6 % of the voting rights.

(2) Shares in Iberpistas, S.A. are listed on the stock exchange. The weighted average share price during the last quarter of 2002 was 13.48

euros. At the close of the year the Company had presented a delisting takeover offer.

(3) Following the delisting takeover offer, the shares of Saba are no longer listed on the stock exchange at 31 December 2002.

(*) Reserves reduced by the amount of own shares for their amortisation.

In accordance with article 86 of RDL 1564/1989 the required notifications were made to companies when the shareholding exceeded
10%, and on successive acquisitions in multiples of 5 % of the capital. These acquisitions were also notified to the Comisión Nacional del
Mercado de Valores (Spanish Securities Commission).

104

Indirect shareholdings
(thousand euros)

Company

Registered Office

Activity

% indirect
holding

Company
holding shares

Share
capital

Reserves
(interim div.
deducted)

2002
Result

Through AUTOPISTAS II

Acesa Italia, S.R.L.

Schemaventotto, S.p.A.

Autostrade, S.p.A. (1)

Holdaucat, S.L.

Autopistes de Catalunya,
S.A. (Aucat)
Autopistas-Conces.
Espanhola, SGPS, S.A.

Iberacesa, S.L.

Alazor Inversiones, S.A.

Accesos de Madrid,
C.E.S.A.
Isgasa, S.A.

Tacel Inversiones, S.A.

Autopista Central Gallega,
C.E.S.A.
Túnel del Cadí, S.A.C.

Autopista Terrassa-Manresa,
Autema, Concessionària de la
Generalitat de Catalunya, S.A.
Brisa, Auto-estradas de
Portugal, S.A. (2)

Via delle Quattro Fontane, 15.
Roma (Italy)
Calmaggiore, 23.
Treviso (Italy)
Via A.Bergamini, 50.
Roma (Italy)
Avda. Parc Logístic, 12-20.
Barcelona
Avda. Parc Logístic 12-20.
Barcelona
Rua General Norton de
Matos, 21-A.
Arquiparque Algés Oeiras
(Portugal)
Pº Castellana, 51.
Madrid
Rozabella, 6.
Las Rozas. (Madrid)
Rozabella, 6.
Las Rozas. (Madrid)
Avda. Parc Logístic, 12-20.
Barcelona
Hórreo, 11.
Santiago de Compostela
Hórreo, 11.
Santiago de Compostela
Carretera de Vallvidrera a
St. Cugat, km 5,3.
Barcelona
Gran Vía de les Corts
Catalanes, 680.
Barcelona
Quinta da Torre da Aguilha
Edificio Brisa, 2785-589.
Sao Domingos de Rana
(Portugal)

Holding Co. of
concessionary
Holding Co. of
concessionary
Toll highway
concession holder
Holding Co. of
concessionary
Toll highway
concession holder
Holding Co. of
concessionary

Holding Co. of
concessionary
Holding Co. of
concessionary
Toll highway
concession holder
Engineering
technical services
Holding Co. of
concessionary
Toll highway
concession holder
Toll highway
concession holder

Toll highway
concession holder

100.00

Autopistas II

12.83

3.85
(*)

100.00

Acesa Italia,
S.R.L.
Schemaventotto,
S.p.A.
Autopistas II

170,446
(3)

445,536
(3)

615,349
(4)

58,963

(25)
(3)

887,816
(3)

1,259,535
(4)

(8,109)

1,118
(3)

22,624
(3)

369,352
(4)

20,461

100.00

Holdaucat, S.L.

78,682

(3,096)

18,287

100.00

Autopistas II

32,229

6,898

99.20

23.15

99.20

Autopistas II /
Iberpistas
Iberacesa, S.L.

Alazor
Inversiones
Iberacesa, S.L.

141,300

17.86

Iberacesa, S.L.

28,550

17.86

Tacel Inversiones

28,550

(22)

645

(9)

587

(26)

(11)

37.19

Autopistas II

105,504

4,424

1,896

22.33

Autopistas II

81,894

(3,319)

10,055

10.00

Autopistas II

600,000
(4)

472,600
(4)

200,000
(4)

105

4_4 Ac e sa Inf ra es tr uctu ra s, S. A. An nu al Acoun ts

Indirect shareholdings
(thousand euros)

Company

Registered Office

Activity

% indirect
holding

Company
holding shares

Share
capital

Reserves
(interim div.
deducted)

2002
Result

Toll highway
concession holder
Study, promotion
and construction of
civil works
infrastructure
Holding company

Toll highway
concession holder

Operation of
sub-leased service
areas.
Toll highway
concession holder
Toll highway
concession holder

Toll highway
concession holder
Toll highway
concession holder
Toll highway
concession holder
Toll highway
concession holder

98.39

Iberpistas

50,000

157,633

21,223

98.39

Iberpistas

500

(162)

98.39

Iberpistas

24,207

(298)

12,641

98.39

Iberpistas

24,000

96,000

98.39

Iberpistas

100

(799)

1,097

98.39

50.18

49.19

Iberpistas /
Proconex
Promoción de
Autopistas Chile
Limitada
Iberavasa S.L.

1,438

1,446

769

905

413

689

234,000

14,584

35,791

24.60

Iberpistas

76,040

3,216

8,031

7.38

Avasa

6,292

55,420

(4,152)

7.38

Infraestructuras
y Radiales

79,700

176,532

55.84

Saba

1,218

55.84

Parbla, S.A.

50.44

Saba

180

301

114

(28)

49.16

Saba

8,167

288

33.50

Saba

28,600

7,231

28.48

Saba

1,879

(142)

(23)

644

127

(27)

27.92

Saba

6,000

826

(722)

Through Iberpistas

Autopista A-6, S.A.

Ibermadrid de
Infraestructuras, S.A.

Iberavasa de
inversiones, S.L.
Castellana de Autopistas,
S.A. Concesionaria del
Estado
Proconex, S.A.

Pio Baroja, 6.
Madrid
Pio Baroja, 6.
Madrid

Pio Baroja, 6.
Madrid

Promoción de Autopistas
Chile Limitada
Gestora de Autopistas, S.A.

Santiago de Chile

Barrio de Anuntzibai, s/n.
48410 Orozco (Biscay)
Santiago de Chile

Golfo de Salónica, 27.
Madrid
Golfo de Salónica, 27.
Madrid

Paseig d´Amunt, 5.
Barcelona
Sabino Arana, 38.
Barcelona
Pau Casals, 7.
Andorra la Vella
(Principat d´Andorra)
Pl. Vella, subsuelo.
Terrassa
Via delle Quattro Fontane, 15.
Roma (Italy)
Rue de Larache, 8.
Rabat (Morocco)
Lugar do Espino Via Norte.
Porto (Portugal)

Car Parks

Autopistas Vasco-
Aragonesa, C.E.S.A.
Sociedad Concesionaria
del Elqui, S.A.
Infraestructuras
y Radiales, S.A.
Autopista del Henares,
S.A.C.E.

Through Saba

Parbla, S.A.

Iniciativa Serveis
de Salou, S.L.
Societat Pirenaica
d’Aparcaments, S.A. (Spasa)

Societat d’Aparcaments de
Terrassa, S.A. (Satsa)
Saba Italia, S.p.A.

Rabat Parking, S.A.

Spel-Sociedade de Parques
de Estacionamento, S.A.

106

Company

Registered Office

Activity

% indirect
holding

Company
holding shares

Share
capital

Reserves
(interim div.
deducted)

2002
Result

Through Acesa Promotora Logística

Parc Logístic de la Zona
Franca, S.A.

Areamed 2000, S.A.

Centro Intermodal de
Logística, S.A. (Cilsa)

Calle 60, nº 19. Polígono
Industrial de la Zona Franca
Barcelona
Vía Augusta, 21-23.
Barcelona
Portal de la Pau, 6.
Barcelona

Through Acesa telecom

Difusió Digital Societat de
Telecomunicacions, S.A.
(Tradia)
Adquisición de
Emplazamientos, S.L.
(Adesal)

Motors, 392.
L´Hospitalet de Llobregat
(Barcelona)
Motors, 392.
L´Hospitalet de Llobregat
(Barcelona)

Promotion and
operation of logistic
areas
Operation of service
areas
Promotion and
operation of logistic
areas

Telecoms infrastructure
operator

50.00

A. P. Logística

23,742

(434)

(298)

50.00

A. P. Logística

1,862

3,260

32.00

A. P. Logística

15,467

22,976

1,375

94.99

Acesa Telecom

131,488

(11,360)

(13,925)

94.99

Tradia

(2)

(1) The shares of Autostrade, S.p.A. are listed on the Milan Stock Exchange. The weighted average price in the last quarter of 2002 was 9.22

euros. At the close of the year the share price was 9.47 euros.

(2) The shares of Brisa, Auto-estradas de Portugal, S.A. are listed on the Lisbon Stock Exchange. The weighted average price in the last quarter

was 5.12 euros. At the close of the year the share price was 5.28 euros.

(3)

Information at 31 December 2001.

(4)

Information at 30 September 2002.

(*) Shares pledged as guarantee of loan granted to Schemaventotto, S.p.A. to purchase the shareholding in this Company.

b) Long-term loans to group companies

The transfer of the branch of activities described in note 1b included the debts and bonds related to the goods
and rights transferred. To this effect, a loan agreement between Acesa and Autopistas II for an amount of
530,354 thousand euros has been drawn up, corresponding to the financing of the activities transferred, under
the same conditions as the Company’s bank debt.

c) Exchange rate hedging

In the year 2000 hedging transactions were undertaken against the exchange rate risk associated with the
investment in the Argentinean company Grupo Concesionario del Oeste, S.A.

The financial instruments used are as follows:

Transactions without the exchange of principal on maturity (Non Delivery Forward). The nominal value
of all these transactions is USD 120.6 million. Acesa sells 120.6 million Argentine pesos in exchange
for USD 120.6 million, with maturity in October 2005 having fixed the exchange rate to Argentine pesos
on maturity in 2002.

107

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

Cross-currency interest rate swap between USD and Euros. The nominal value of these transactions is USD
120.6 million, with maturity in October 2005.

The premiums paid up front for the hedging transactions are accounted for on a straight-line basis over the
period of the transaction (see note 4.d). The results of the cross currency interest rate swap are recorded as
financial income or expenses over the period of the operation.

The exchange rate differences arising from the exchange of euros in these transactions will be recorded on the
cancellation or settlement of the hedging transaction.

Note 7. Short-term investments

The average yield on deposits held by the Company during 2002 was 3.06%.

The Company has credit lines with Group companies of 501,000 thousand euros, at market interest rates. The
outstanding balance at 31 December 2002 was 163,815 thousand euros.

“Other credits” corresponds to the interim dividend declared by the subsidiary Iberpistas which at 31 December
2002 was pending payment.

Note 8. Equity

The amount and movements in equity for the year ended 31 December 2002 were as follows:

Share capital
Share premium
Revaluation reserve RDL 7/1996 of 7 June
Legal reserve RD 1564/1989
Voluntary reserve
Profit for the year
Interim dividend

Balance at
31.12.01
876,405
-
603,902
123,910
41,824
164,762
(66,719)

Distribution of
profit for year
-
-
-
16,477
16,420
(164,762)
66,719

Increase in
capital
160,485
115,553
(49,376)
-
-
-
-

Other
movements
-
-
-
-
-
182,817
(79,001)

Balance at
31.12.02
1,036,890
115,553
554,526
140,387
58,244
182,817
(79,001)

Total

1,744,084

(65,146)

226,662

103,816

2,009,416

a) Share capital

The share capital of Acesa is made up of 345,629,915 shares each with a nominal value of 3 euros, being
those entered in the share register. The shares are fully subscribed and paid up, of which 308,593,549 are
class A shares and 37,036,366 are class B preference shares which have the same rights as the ordinary
shares and, additionally, have the right to a preferential dividend which will be paid once to holders of these
shares at the end of five years and three months from the publication date of the results of the takeover offer
for Iberpistas in the stock exchange bulletin. The maximum amount of the preferential dividend for each preference
share will be the difference between 14.87 euros per share and the weighted average share value of the ordinary
shares in the last quarter prior to calculation, with a upper limit of 4.25 euros per share.

108

At 31 December 2002 the most important shareholdings were as follows:

Caixa d’Estalvis i Pensions de Barcelona (Grupo)
Caixa d’Estalvis de Catalunya
Autostrade, S.p.A.
Brisa

%
29.09
8.24
7.21
5.77

All the shares of the company are listed on the Barcelona, Bilbao, Madrid and Valencia stock exchanges and
are quoted on the Spanish interconnection stock exchange system (continuous market) and are included in their
IBEX 35 and IBEX utilities indices. Options on shares in the company are traded on the Spanish equity futures
market (MEFF Renta Variable).

On agreement of the Annual General Shareholders’ Meeting of 29 June 2002, the Company increased share
capital by the nominal amount of 111,109 thousand euros, through the issue of 37,036,366 preference shares,
issued as new class B shares in a single series, at a value of 3 euros per share, to be used in the share swap
operation, established to improve the takeover offer made by the Company for the shares of Iberpistas, dated
20 May 2002. The share premium was 115,553 thousand euros. At the same meeting payment of a final
dividend for 2001 was approved, being 0.223 euros gross per share, representing a total sum of 65,146
thousand euros.

b) Revaluation Reserve of Royal Decree 7/1996, of 7 June

This reserve originates from the revaluation of the fixed assets of the company by virtue of Article 5 in the above
legislation.

As three years have passed since the balance date when the revaluation was made and there has not been
an examination by the Tax Administration, the revaluation operations are thus deemed to be correct and the
balance of the account is accepted by the Tax Inspectorate, accordingly, the balance is available for :

Off-seting book losses.

Increasing share capital.

Creating reserves freely available for distribution, ten years from the date of the balance sheet containing
the revaluation operations.

109

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

c) Legal reserve

The legal reserve can be used for increases in capital, provided the funds used come from the balance exceeding
10% of the capital at the increased amount.

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

Note 9. Provisions for liabilities and expenses

The movements under this heading during the financial year ended 31 December 2002 were as follows:

Reversion fund (see note 4e)
Other provisions (see notes 4f and 12)

Balance
31.12.01
796,702
44,787

Increase
27,505
151

Decrease
-
(2,519)

Transferred out
(824,207)
-

Balance
31.12.02
-
42,419

Total

841,489

27,656

(2,519)

(824,207)

42,419

Note 10. Issue of bonds and loans with credit institutions

The table below details the position at the end of 2002:

1st issue of bonds, 19.10.00
2nd issue of bonds, 19.10.00
3rd issue of bonds, 19.10.00
Total non convertible bonds

Syndicated loan, 28.07.00
Loan, 27.03.01
Loan, 17.04.01
Loan, 28.11.01
Loan, 29.12.01
Loan, 08.01.02
Loan, 22.03.02
Loan, 14.11.02
Loan, 23.12.02
Total loans
Total long-term

Syndicated loan, 24.07.02
Loan agreements
Total short-term

Years
5
10
15

4-6
5
6
5
5
6
5
3
5

Nominal
20,000
20,000
20,000
60,000

210,354
30,000
60,000
40,000
40,000
30,000
60,000
45,000
31,000
546,354
606,354

363,000
744,220
1,107,220

Balance available
20,000
20,000
20,000
60,000

210,354
30,000
60,000
40,000
40,000
30,000
60,000
45,000
31,000
546,354
606,354

363,000
374,632
737,632

Total bonds and loans with credit institutions

1,713,574

1,343,986

110

Part of the loan and credit operations included as debt with credit institutions at 31 December 2002 (69,616
thousand euros of total long-term loans and 64,059 thousand euros of short-term, with a financial charge accrued
in 2002 of 5,131 thousand euros) were made with financial institutions which are shareholders of the Company.

The annual interest rate of the bonds and long-term debts with credit institutions is EURIBOR plus a margin of
between 0.40 and 0.50%.

The Company has contracted the following financial operations to hedge interest rates:

Financial institution
JP Morgan
”la Caixa”
”la Caixa”
”la Caixa”
Banesto
Caixa de Catalunya
SCH
”la Caixa”

Total

Maturity
19.10.2005
11.12.2006
29.05.2006
11.12.2006
29.05.2006
11.12.2006
8.01.2008
15.12.2008

Amount
20,000
20,000
20,000
10,000
10,000
10,000
10,000
20,000

120,000

In 2003 the company plans to refinance short-term loans.

Note 11. Transactions and balances held with subsidiary and associated companies

The credit and debit balances that Acesa held with subsidiary and associated companies at 31 December 2002
were as follows:

Autopistas II
Aucat
Acesa Telecom
Serviacesa
Holdaucat
Gco
Tradia
Otros
Total

Thousand Euros

Debtors

Investments

Other debts

Long-term
530,354
-
-
-
-
-
-
-
530,354

Short-term
8,762
3,000
25,061
177
126,815
-
-
-
163,815

4,674
1,688
4
119
-
990
-
93
7,568

Creditors

3,157
-
5,158
96
2,015
-
6,026
-
16,452

As indicated in note 6b, the Company has conceded a long-term loan to Autopistas II for the sum of 530,354
thousand euros. Also, as indicated in note 7, the Company has credit lines with companies of the group with a limit
of 501,000 thousand euros, at the market interest rate. At 31 December 2002 an amount of 163,815 thousand
euros had been drawn down, and receipt of an interim dividend from Iberpistas for an amount of 27,711 thousand
euros was pending (see note 7).

111

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

The provision of services by Acesa to companies in the Group has increased considerably due to the transfer of
diverse Group companies to the new offices in the Parc Logístic. This has led to the partial use of Acesa’s resources
and infrastructure by these companies, for which the Company has received income during 2002, basically derived
from rebilling of lease expenses, corporate services and management services, for the following amounts:

Thousand euros

Income

Interest received
11,640
63
1,568
1,002
-
-
-
-
-
-
-
-
-
-
14,273

Shareholdings
93,490
-
4,905
-
-
-
60
-
-
5,366
1,119
29,983
1,020
6,300
142,243

Expenses

Services received
-
68
-
-
-
15
72
-
-
-
-
-
-
-
155

Autopistas II
Tradia
Holdaucat
Acesa Telecom
Aucat
Parc Logístic Zona Franca
Acesa Promotora Logística
Gco
Serviacesa
Saba
Acesa Italia
Iberpistas
Autema
Brisa
Total

Services provided
4,130
-
-
71
330
30
245
988
119
50
-
-
-
-
5,963

Note 12. Tax position

The company calculates tax in 2002 on a consolidated fiscal basis, as the parent company of the fiscal group, which
covers the subsidiary companies Autopistas II, Serviacesa S.L., Holdaucat, S.L., Autopistes de Catalunya, S.A. (Aucat),
Acesa Promotora Logística, S.A., Acesa Telecom, S.A., Difusió Digital Societat de Telecomunicacions, S.A. (Tradia)
and Adquisición de Emplazamientos, S.L.(Adesal).

The reconciliation of the difference between reported profit in the accounts and the profit subject to company tax
for 2002 is as follows:

Profit before tax

Permanent differences
Timing differences

Arising during the year
From previous years

Tax assessment base

217,565
(86,152)

(591)
(274)
130,548

The company tax payable, calculated at 35% of the tax assessment base, is reduced by 12,190 thousand euros,
primarily due to deductions to avoid the double taxation internally on dividends received.

Dividends from fully consolidated subsidiaries are considered as permanent differences, as well as the elimination
of results for operations between group companies, which have been eliminated to determine the consolidated
taxable income.

112

The balance of deferred tax assets and liabilities at 31 December 2002 was 562 and 864 thousand euros
respectively. The balance of deferred tax liabilities corresponds entirely to the application of the cash criteria
for tax purposes with respect to income derived on an operation with a deferred price.

On 29 June the Annual General Shareholders’ Meeting approved the non-monetary transfer of the branch of activities
under the concessions held for toll highway operations, including the assets, rights, debts, obligations and other legal
requirements related to their operation, as well as title to shares and/or holdings of capital in highway concessionary
companies, to a newly created company called Autopistas II, Concesionaria Española, S.A. (Sociedad Unipersonal),
100% owned subsidiary of the company. The transfer of the branch of activities was carried out under the special
fiscal regime of Chapter VIII of Title VIII of the Company Tax Law, accounting for the shares received at the book
value of the shares delivered (See note 1b of the notes to these accounts).

Subsequently, on 19 July, an increase in capital of the Company was authorised by public deed to cover the share
swap established in the public takeover offer by the Company for the shares of Ibérica Iberpistas. Having obtained
through the share swap the majority of the voting rights in this company, the operation was submitted to the special
fiscal regime for share swaps in Chapter VIII of Title VIII of the Company Tax Law. The value at which the shares
received have been accounted for is detailed in note 8a to these accounts.

Finally, on 31 December an increase in capital was authorised by public deed for the associated company Acesa
Promotora Logística, S.A., subscribed to by the Company through the non-monetary transfer of shares in distinct
subsidiary and associated companies. The cited operation was submitted to the special fiscal regime of Chapter VIII
and Title VIII of the Company Tax Law, accounting for the shares received at the book value of those delivered (see
note 6a to these accounts).

The company’s tax declarations of the last 4 years are open to inspection for all of the taxes that it is subject to.
The company has been issued the corresponding assessments from the inspection based on examinations made
between 1989 and 1993 and for 2000, of a partial nature and in a consolidated fiscal regime, which the company
has signed in disagreement. These assessments have been appealed and are pending the decision of the authorities.
The eventual impact on the company’s capital that could result, once the outcome of the appeal is known, is
adequately provisioned.

Note 13. Income and expenses

a) Net Operating revenue

Net operating revenue in 2002 was 211,640 thousand euros. This amount corresponds to the net toll income
for the first six months of 2002 (see note 1b).

b) Personnel

The average number of employees in the period from 1 January 2002 until 30 June 2002, when the branch
of activities was transferred to Autopistas II, was as follows:

Permanent staff
Temporary staff
Total

1,182
155
1,337

113

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acoun ts

During the period from 1 July to 31 December 2002 the average number of employees was:

Permanent staff
Temporary staff
Total

c) Extraordinary items

55
1
56

The extraordinary income corresponds, basically, to the profit generated on the sale of the shareholding in Auto-
Estradas do Atlântico.

Note 14. Environmental information

Acesa has invested 953 thousand euros in environmental improvements during 2002, through the following:

Cutting, fertilising, watering and phytosanitary treatment of green highway verges, on-ramps and off-ramps

Cleaning up and clearing of slopes with thick forestry vegetation and/or in semi-urban or urban zones to avoid
the risk of fires on the one hand, and improve the visual appearance on the other.

Installation of screens to reduce the visual impact and noise at certain points of the highway.

Studies and projects to evaluate the impact of the evolution of traffic on the environment around the highway.

Acesa also contributed the sum of 1,177 thousand euros in 2002 to the Castellet del Foix Foundation, whose
principal objective is the promotion of studies on the repercussion of major infrastructures on the environment,
economy and demography.

Note 15. Other information

a) Annual remuneration of the directors for their management as members of the Company’s Board of Directors
is fixed as a share in the liquid profits. It can only be paid out once transfers to reserves that the Law establishes
are covered, and it should not exceed, under any circumstances, one percent of the profits. The Board of
Directors may distribute this sum amongst its members in the form and amount it decides.

The overall remuneration of board members in 2002 was 1,096 thousand euros, less than the statutory limit.
Total remuneration for all concepts received by board members was 3,347 thousand euros, of which 1,622
thousand euros corresponded to salaries and expenses, and 1,725 thousand euros to other payments, travel
expenses, insurance premiums and pensions.

Acesa does not use any remuneration system linked to the evolution of the company’s shares on the stock
market for any of its employees or any members of the Board of Directors.

114

With regard to the structure of the Company’s administrative body, there is an Executive Commission that meets
monthly. Additionally, in 2002 an Audit and Control Commission was formed.

Finally, the Board of Directors approved an internal regulation, notifying the market of this through the Spanish
Securities Commission (CNMV).

c) At 31 December the Company has guarantees to third parties for an amount of 247,107 thousand euros, which
correspond principally to guarantees given by financial institutions to Public Administrations for certain commitments
(investments, operation of services, etc.) undertaken by Group companies. It is not considered that these
guarantees will lead to unexpected material losses.

d) The Company has an agreement with Autopistas II for the transfer of the shareholding in Gco once the necessary

authorisation is obtained from the Argentine Government.

e) Fees received during the year by PricewaterhouseCoopers Auditores, S.L. for auditing services and other services
provided to the Company totalled 171 thousand euros. The fees received during the year for other services
provided to the Company for other companies trading under the name PricewaterhouseCoopers totalled 139
thousand euros.

Note 16. Subsequent events

On 19 December 2002 the Board of Directors of Acesa Infraestructuras approved the proposed merger through
the absorption of Aurea Concesiones de Infraestructuras, S.A. by the Company, which is to be submitted to the
respective general shareholders meetings in the first four months of 2003, being formalised from 1 January 2003
for accounting purposes.

In February 2003 authorisation was received for the merger from the Competition Authorities.

115

4_4 Ac e sa Inf ra es tr ucturas , S. A. An nu al Acou nts

Note 17. Estatement of Source and application of funds
(thousand euros)

Sources
Sources from operations
Net profit for the year
Charge for depreciation of fixed assets
Charge to investment provision
Charge for amortisation of expenses allocated over different periods
Charge to reversion fund
Losses on intangible assets
Losses on fixed assets
Pension fund and other personnel liabilities
Charge to provision for expenses and liabilities
Deferred income
Profit from investments
Profit from fixed assets

Capital increase with share premium not available
Long-term debts - loans
Transfer of fixed assets
Fixed assets
Investments

Provision for liabilities and expenses
Reduction of fixed assets for transfer of activities
Total sources
Application
Acquisition of fixed assets
Start up costs
Intangible assets
Fixed assets
Investments

Subsidiaries and associated companies
Other investments
Long-term loans to Group companies
Increase in investment due to transfer of activities

Dividends
Transfer from long-term to short-term debt
Pending payments not yet demanded
Provision for liabilities and expenses
Reduction of long-term liabilities for transfer of activities
Total applications
Excess of sources over applications/Applications over sources
Increase/ Decrease in working capital
Change in working capital

Inventories
Receivables
Short-term investments
Treasury
Payments and accruals
Short-term creditors
Change in working capital

2002

2001

182,817
5,133
34,222
6,032
27,505
-
-
-
151
334
(13,041)
(80)
243,073
226,662
696,354

117
37,255
-
3,047,185
4,250,646

170
1,262
18,230

968,886
285
530,354
1,647,127
144,147
-
-
2,519
1,375,868
4,688,848

164,762
9,568
8,138
6,387
54,664
580
98
90
3,546
-
-
-
247,833
-
170,000

-
73
21,088
-
438,994

129
2,614
33,028

156,966
188
-
-
128,589
48,081
53
798
-
370,446

(438,202)

68,548

(2,372)
(74,743)
109,706
(1,514)
(47)
(469,232)
(438,202)

71
24,093
64,746
(1,198)
(17)
(19,147)
68,548

116

Acesa Infraestructuras, S.A.
2002 Management Report

This financial year has been of special relevance for Acesa Infraestructuras both in terms of the investments made
during the year and at a company and organisational level, with the restructuring by business groups completed,
recording in the process an 11% increase in Company profit with respect to 2001.

2002 has been marked by the transfer of the highway concession activities and various shareholdings in highway
concessions held by the Company until 30 June. As a result, Acesa Infraestructuras ceases to operate as a highway
concessionaire, becoming the head of the Acesa Group, centralising the corporate services of the Group. Consequently,
the activity conducted by the Company in the first half and second half of the year has been markedly different, and
neither the profit and loss account nor the balance sheet figures are comparable with those of the previous year.

From the second half of the year the structure of the profit and loss account changed with highway income being
replaced by investment income, as a consequence of the dividend policy of the subsidiary companies in highways,
car parks, logistic services and telecommunication infrastructures.

Following the significant investments made during the year, net debt (deducting the debt assumed by Autopistas II)
of the Company was 827 million euros, representing 41% with respect to equity and 28% of total liabilities. These
percentages indicate a sound financial balance and debt levels below those of other companies in the sector, which
allow us to continue meeting the heavy investment levels required in concessionary businesses.

The greater integration of the markets makes it necessary for infrastructure management companies to have a bigger
size that enables them to have both the personnel and technical means as well as the economic resources to
undertake large scale projects. Along these lines, Acesa Infraestructuras has invested 950 million euros in 2002,
without taking into account the increase of the investments in subsidiaries from the transfer of activities, in shareholdings
in different companies with the objective of:

Consolidating its position in the highway sector in Catalonia, with the increase of shareholdings in Aucat, Autema
and Túnel del Cadí.

Consolidating Spanish leadership through the increase of the shareholding in Iberpistas from 8 % to 98.4 %,
following the public takeover offer for the company, for an amount of 601 million euros (374 million euros
outlaid in cash, including associated expenses, and the remaining 227 million euros through an increase in share
capital with a share premium).

Making progress in the process of investments and international alliances with the acquisition of 10% of Brisa
for 309 million euros. This purchase makes Acesa the second shareholder in the leading Portuguese toll highway
operator. Acesa and Autostrade have also strengthened their cross holdings.

Advancing in the process of expanding in other areas of activity, with the purchase by Saba of 100% of
Parbla (car parks) and the increase of the shareholding in Cilsa (logistic infrastructure) to 32%, for the sum
of 13 million euros.

117

4_4 Ac e sa Inf ra es tr uctu ra s, S. A. An nu al Acoun ts

During the year the policy of providing return to the shareholder through a combination of dividend payout and
making a bonus share issue has been maintained, with the Company continuing to offer one of the highest dividend
yields in the market. The total amount paid out as dividends in 2002, considering the interim dividend and the final
dividend, which will be put to the next Annual General Shareholders’ Meeting for approval, is 156,076 thousand
euros.

During 2002 the Acesa Group has adapted its company structure to the significant changes which have occurred
in recent years. In line with these changes, November saw completion of the move of the corporation, the shared
services and the head offices of the business units to the new head office at Parc Logístic de la Zona Franca,
Barcelona. The new building has 11,000 square meters and 400 employees.

In 2003, the Company will consolidate its leadership of the new Group following the organisational and company
restructuring carried out in 2002. The positive evolution expected in all the businesses interests of the Company
will lead to continual profit growth, in line with the trend of recent years.

The Company has not traded, either directly or indirectly, in its own shares.

118

Gov

1.1_Board of Directors

1.2_Delegated bodies of control

1.2.1_Executive committee

1.2.2_Audit and Risk Control Committee

1.3_Management team

1.4_Corporate Governance

verning bodiesGoverning bodies

1_1 Board of Directors

Chairman
Isidro Fainé Casas

Deputy Chairman
Enrique Alcántara-García Irazoqui

Deputy Chairman
Carmen Godia Bull

Managing Director
Salvador Alemany Mas

Directors
Jordi Aristot Mora

Gilberto Benetton

Antonio Brufau Niubó

Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach

Enrique Corominas Vila

Jean-Louis Chaussade

Pere Antoni de Dòria Lagunas

Isabel Gabarró Miquel

Carlos Godó Valls

Enric Mata Tarragó

Jorge Mercader Miró

Ricardo Pagés Font

Antoni Vila Bertrán

Non-executive Secretary
Alejandro García-Bragado Dalmau

Non-director Deputy Secretary
Juan Arturo Margenat Padrós

During the year the following have ceased to act as Board Members:
Joaquim de Nadal Caparà
Ibérica de Autopistas, C.E.S.A., represented by José María Catà Virgili

1_2 Deleg a ted b odi es of control

1.2.1_

Executive committee

Chairman
Isidro Fainé Casas

Enrique Alcántara-García Irazoqui

Salvador Alemany Mas

Antonio Brufau Niubó

Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach

Enric Mata Tarragó

Secretary
Alejandro García-Bragado Dalmau

Deputy Secretary
Juan Arturo Margenat Padrós

1.2.2_

Audit and Risk Control Committee

Chairman
Caixa d’Estalvis de Catalunya, represented by Josep Maria Loza Xuriach

Enrique Alcántara-García Irazoqui

Enrique Corominas Vila

Secretary
Juan Arturo Margenat Padrós

1_3 Mana g em en t t eam

During 2002 the Acesa Group has undergone corporate and organisational restructuring to
adapt to the significant changes over recent years.

1_4 Cor pora te Gove rnance

Thus, Acesa Infraestructuras has an Internal Regulation
of Conduct on matters related to the share market, with
rules that the directors and senior managers of the
Company are obliged to comply with.

Regulation of Board of Directors

The Board of Directors

The Directors

The number of Board members should be between 15
and 20 and the external or non executive directors should
represent a clear majority over the executive directors.

The Regulation of the Board also establishes the
information board directors have access to and their
responsibilities.

In 2003 it has been decided to form a Nominations
and Remunerations Committee and as indicated in
the Regulation of the Board of Directors its principal
functions are:

Prepare and review the criteria that should be followed
regarding the composition of the Board and the
selection of candidates.

Propose to the Board the nominations of directors
and the members of each committee.

Revise the remuneration programs periodically

Notify of transactions that may imply conflicts of
interest.

Management Committee

Relations of the Board

Committees

Acesa has an Executive Committee with general
decision making power that meets monthly, which currently
has 6 members.

The Audit and Risk Control Committee has three
members with its main functions as follows:

Proposal of appointment, dismissal or renewal of
auditor.

Supervision of compliance with the audit contract.

Revision of the Company’s accounts.

Serve as communications channel between the
Board of Directors and the auditors.

Check the suitability of internal risk control systems.

The annual accounts of the Group include details of the
fees received by the auditors both for professional auditing
services and other professional services apart from
auditing.