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·  May 4th, 2006 , Barcelona

The board of directors of abertis approve the merger project with autostrade

The Board of Directors of abertis today approved, at the meeting held prior to the General Shareholders Meeting, the merger project with the Italian group autostrade, which was approved by autostrade’s Board yesterday afternoon. The announcement of this merger project was made public an April 23 last and represents the first step towards the setting up of a world leader in the management of infrastructures for mobility and communications, with a stock exchange capitalisation near to 25 billion Euros.

The exchange ratio of 1 abertis share for 1 autostrade share initially established by the project will become 1.05 shares of abertis for 1 share of autostrade in order to take into account, proportionally, the abertis’ capital increase which has been approved today at the AGM, and which increases the number of shares by 5%.

Likewise the project foresees the distribution – immediately prior to the date of the operation – of an extraordinary dividend of 3.75 Euros per share to the current autostrade shareholders. It is estimated that the merger will be completed during the fourth quarter of 2006.

The new group will operate in 16 countries, with nearly 20,000 employees and a motorway network of 6,713 kilometres. Company headquarters will be in Barcelona and it will quote on the Madrid and Milan stock exchanges. During the announcement of the merger project, the Presidents of abertis and autostrade, highlighted the fact that the new company “will be one of the drivers for the economical development of Spain and Italy and will lead the project for building a motorway network and infrastructure in Europe and other areas of the world”.

The Board of Directors of abertis, who will meet at the end of May, is scheduled to decide the date of the EGM set to approve of the merger with Autostrade.


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