02

Letter from the Chairman

Dear shareholders,

It is my pleasure to present you the Integrated Annual Report for the 2017 financial year. A report which, according to the requirements established in the current accountability regulations, contains financial and non-financial information that allow consolidating an integrated vision of the economic, environmental, social and good governance performance of our organization, thus meeting the expectations of our various stakeholders. The Integrated Annual Report and its annex have been prepared according to the main international standards on the matter and have been reviewed externally.

The results of our activity throughout the year 2017 reflect the good performance of the business, driven by the growth of traffic in our main markets. In turn, the increase of our stake in Sanef in France and A4 Holding in Italy together with the new Via Paulista concession granted to Arteris in Brazil and the agreement reached with the Argentine government for the extension of the concessions of Ausol and GCO, are elements that allow us to embrace the future with optimism. These operations contribute to the renewal of our concessions portfolio, with new additions that replace those that will end their journey in the coming years. A strategy focused on achieving stability in the generation of cash flow, which is necessary to achieve our commitment to generate value for our shareholders.

The behavior of the Abertis share throughout 2017 can be described as exceptional, in the strictest sense of the word. The announcement of the Takeover Offer made by Atlantia last May, and the subsequent competing offer announced by Hochtief in October reveal an unprecedented situation for our company.

The interest shown by these two business groups to achieve a controlling position in the shareholding of Abertis is an example of the attractiveness that our company has today, endorsing a track record of success that has allowed us to position ourselves as world leaders in the industry. This, together with the high liquidity of our stock market value, has allowed them to compose two offers that have had a very positive reception from the markets.

This situation has benefited our shareholders, who have seen the value of their shares increase by nearly 40% over the entire year. A return that is added to the total dividend of 80 cents per share for the year 2017, which the Board of Directors has agreed to propose to the General Shareholders’ Meeting.

Since Abertis’ inception in 2003, and until the end of 2017, the average annual return of the share was 10.28%, including stock market appreciation, bonus issues and dividend yield. Likewise, during the last five years the cumulative yield rose to 113% with an annual average of 16%, for a shareholder who had bought his or her shares on December 31, 2012 and did not sell them until December 31 of 2017.

In the area of corporate governance, 2017 saw the incorporation as independent directors of Mr. Xavier Brossa Galofré and Mr. Antonio Viana-Baptista. With these appointments, ratified by the General Meeting in March, the Board has 9 independent directors or 60% of the total.

Also in this area, last October the Board of Directors agreed to the move our registered office. A temporary decision that seeks to protect the general interests of the company and its shareholders avoiding any uncertainty that could impact the current circumstances.

With respect to corporate social responsibility matters, Abertis has once again renewed its commitment with the United Nations Global Compact and the Sustainable Development Goals, known as the 2030 Agenda. In this sense, it has joined the initiative developed by the Spanish Network of the United Nations Global Compact to promote knowledge and contribute to the achievement of the Sustainable Development Goals in the business world.

Throughout 2017, work has continued on the development of specific CSR plans in each country and progress has been made to include the new activities and countries in the materiality analysis. Actions have been developed to promote eco-efficiency and the circular economy that will contribute to achieving the objectives of reducing greenhouse gas emissions and recovering construction waste. And, the objectives that we have set ourselves in terms of equal opportunities and diversity, as well as in the field of occupational health and safety, are equally ambitious.

I would also like to highlight the collaboration agreement signed with UNICEF to combat the main cause of death of school-age children, road accidents, offering children a safe journey to and from school. With this agreement, UNICEF recognizes our commitment to road safety and our program of campaigns adapted to the needs of the most vulnerable groups.

More and more agencies and entities are evaluating our compliance in economic, environmental, social and good governance matters. These external evaluations allow us to continue working permanently to improve the systemic performance of the organization, which has led us to remain in the main sustainability indices one more year.

To conclude, on behalf of the Board of Directors, I wish to thank you for the trust you have placed in us and in the work of the thousands of people who, from the companies that make up the Abertis group, strive every day to provide a service of the highest quality to users through modern, safe and sustainable infrastructures.

Thank you very much.

Salvador Alemany Mas
Chairman

LETTER FROM THE VICE-CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Dear shareholders,

2017 has been an important year for Abertis. On the one hand, in the last twelve months the Group has entered a new market -India- and has strengthened its position in the markets where it was already present -France, Italy and Brazil - with an investment in growth of about 3,700 million euros. On the other hand, the period of the 2015-2017 Strategic Plan has been successfully completed, and it is the result of a significant collective effort by the entire team of the Group.

2017, INVESTMENT AND GROWTH

Abertis has recorded double-digit growth in its main figures in 2017, closing the year with a net profit of nearly 900 million euros, and revenues that, for the first time in history, have exceeded 5,000 million euros.

These figures have been boosted by the improvement in the operating margin and also by the inclusion of the results of minority interests, following a broad participation purchase plan executed during the year.

Thus, in France, Abertis has assumed 100% control of Sanef (from 52% at the end of 2016); and in Italy, the company has increased its stake in A4Holding with the purchase of minority interests, from the initial 51.4% to more than 90% (until January 2018).

In the last 12 months, the Group has invested more than 3,700 million euros, allowing it to increase its concessional average life and consolidate its strategy of continuous investment in its network, and with an eye set on two clear objectives: road safety - through the Road Safety program - and the adaptation of our infrastructures to an increasingly digitized and interconnected world - through the Road Tech program - both of which are strategic for the Group.

2015-2017 STRATEGIC PLAN: FULFILLING OUR COMMITMENTS

The year 2017 is also special for Abertis since it closes the period linked to the 2015-2017 Strategic Plan which has been successfully completed, exceeding its commitments across its four strategic pillars: growth, focus, efficiencies and shareholder remuneration.

Between 2015 and 2017 Abertis has entered new countries with new subsidiaries, such as Emovis or Eurotoll, and through the purchase of new concessions in countries such as Italy, Brazil or India, consolidating its position as a world leader in the industry with a presence in 15 countries in Europe, America and Asia.

In turn, the company has completed its process of focusing on the toll road sector, which accounts for 100% of the business in the consolidated accounts of the Group.

In terms of efficiencies, Abertis has strengthened its efforts to search for synergies in our operations and among the Group’s various companies. Three years later, our international subsidiaries stand out for their efficiency, their adaptation to the needs of the industry in their respective countries, and their management excellence, by leveraging and sharing the Group’s know-how and best practices throughout the world.

Lastly, Abertis has continued to improve shareholder remuneration with an annual increase in remuneration of 10%.

Abertis’ broad - international and institutional - shareholder base and the latest shareholding shifts are another example of the growing attraction offered by the Group’s industrial and business project, which in 2017 was placed at the center of attention of the infrastructure sector in the world.

A TEAM COMMITTED TO THE PROJECT

At Abertis, we fulfill our commitments, and this is possible thanks to the daily collaborative effort of the entire team of the Group. Their commitment to the project, their enthusiasm for continuous improvement, their resolve before the day-to-day challenges, and their ability to adapt to change in a constantly-changing industrial environment have allowed us to meet all the objectives we had set ourselves more than three years ago today.

Today, Abertis has consolidated itself as the international leader in the toll road industry, a more internationalized, competitive, efficient, sustainable and attractive group for its employees, customers and shareholders. In short, a better company for society.

Thank you very much for trusting the entire Abertis team.

Francisco Reynés Massanet
Vice-Chairman and Chief Executive Officer