SIAS - SOCIETA' INIZIATIVE AUTOSTRADAL E SERVIZI S.p.A.

Tortona, 6 March 2014

PRESS RELEASE

SIAS's BOARD OF DIRECTORS APPROVES THE SEPARATE FINANCIAL STATEMENTS AND THE

CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2013

Main consolidated economic-financial results:

• Net profit: EUR 138.8 million

• Motorway sector

revenue: EUR 888 million (u EUR 84 million, o f which EUR 58.5 million attributable to the consolidation of ATS S.p.A.)

• Traffic: down 2.23% (adjusted for 2012, leap year)

• EBITDA: EUR

566 million (up EUR 36 million, of which EUR 24.3 million attributable to the consolidation of ATS S.p.A.)

• Investments in motorway infrastructure: EUR 283 million (+7%)

• Net financial indebtedness: EUR 1,670 million

Dividends:

* * *

• Final dividend of EUR 0.24 per share: 2013 total dividend of EUR 0.30 per share, for a total of EUR 68 million.

* * * Ordinary Shareholders' Meeting called on 18 April 2014 (single call

In 2013, gradual easing of the negative trend in traffic volumes, together with the tariff increases r ecognised, involved - based on an unchanged scope of consolidation* - an increase of around EUR 7.7 million in the operating margin of the "motorway sector".

This value, together with (i) the effect of the consolidation of the revenue and expenditure items rel ating to Autostrada Torino-Savona S.p.A. (up EUR 24.3 million) and (ii) the overall contribution attributable to the so-called "ancilla ry sectors" (up EUR 3.9 million), determined an increase of roughly EUR 36 million in "EBITDA".

The increase in the amount of amortisation/depreciation allocated in the year, together with the decrea se recorded in net financial income (connected to, among other things, the reduction in liquidity following the payment of an "extraordina ry dividend") involved, - net of the relative tax effect - the accounting of a "Profit for the period - Group share" of EUR 138.8 million (c ompared to an amount - relating to the year 2012 and net of extraordinary items - of EUR 156.5 million).

The operating cash flow, stable vs. last yea , stood at EUR 395 million.

Net financial indebtedness stood at EUR 1,670.3 million as at 31 December 2013 (E

R 1,489.3 mill ion as at 31 December 2012), with

the variation essentially reflecting the payment of dividends by SIAS S.p.A. totalling EUR 218 milli on (including the above-mentioned

"extraordinary dividend" of around EUR 166 million).

***

Investments carried out in the motorway infrastructure in 2013 totalled EUR 283 million (+7%).

As part of the plan to consolidate the Group's motorway leadership in the northern quadrant of th e country, the investment made in November 2013 in the "Sistema Tangenziale Esterna - Brebemi" (External Ring Road System - B rebemi") assumed major strategic importance, which, as a result of the agreements signed between the SIAS Group and Intesa Sanpao lo S.p.A., guarantees (i) the "joint control" of Tangenziali Esterne di Milano S.p.A., Tangenziale Esterna S.p.A., Autostrade Lombard e S.p.A. and of the project design company Autostrada Diretta Brescia Milano S.p.A. and (ii) further strengthening of the SIAS Group in the "Milan area" which, also in relation to the events linked to Expo 2015, will represent a significant development hub in the national domain.

*Effective from these financial statements, ATIVA S.p.A. (and the group it belongs to) was valued using the "equity method" (it w as consolidated "proportionally" in previous years). In order to allow an adequate comparison of the data, the figures for 2012 were redetermined.

1

SIAS - SOCIETA' INIZIATIVE AUTOSTRADALI E SERVIZI S.p.A. TRAFFIC PERFORMANCE


The trend in traffic, by individual Licensee, is as follows:

(figures in millions of vehicle/km)

1/1-31/12/2013

1/1-31/12/2012 "restated"(1)

Changes

Company

Light vehicles

Heavy vehicles

Total

Light vehicles

eavy vehicles

To tal

Light vehicles

Heavy vehicles

Total

SATAP S.p.A. - A4 Stretch

1,623

527

2,150

1,657

535

2,1 92

-2.05%

-1.58%

-1.93%

SATAP S.p.A. - A21 Stretch

1,265

590

1,855

1,302

605

1,9 07

-2.85%

-2.45%

-2.72%

SAV S.p.A.

263

73

336

276

78

3 54

-4.58%

-6.28%

-4.95%

Autostrada dei Fiori S.p.A.

923

254

1,177

943

256

1,1 99

-2.10%

-0.80%

-1.83%

SALT S.p.A.

1,408

351

1,759

1,449

365

1,8 14

-2.87%

-3.68%

-3.03%

Autocamionale della Cisa S.p.A.

580

179

759

598

190

7 88

-2.99%

-5.67%

-3.64%

Autostrada Asti-Cuneo S.p.A.

96

29

125

85

26

1 11

+12.36%

+9.16%

+11.60%

Total

6,158

2,003

8,161

6,310

2,055

8,3 65

-2.42%

-2.53%

-2.44%

Autostrada Torino-Savona S.p.A.

711

145

856

732

150

8 82

-2.94%

-3.60%

-3.05%

Total with ATS

6,869

2,148

9,017

7,042

2,205

9,2 47

-2.47%

-2.60%

-2.50%

Leap year "effect" (2012)

0.27%

"Adjusted" traffic change

-2.23%

(1) In compliance with the provisions of IFRS 11 (adopted with effect from these financ ial statements) the licensee ATIVA S.p.A. was consolidated using tthe "equity method" rather than the "proportional method". In order to allow an adequate comparison of the data, the traffic figures fo r 2012 were redetermined, excluding those relating to the aforemen tioned licensee.


With reference to the trend in traffic on the section managed by the company Autostrada Asti-Cune o S.p.A. it should be noted that the figure relating to 2013 benefitted, for the whole year, from the opening of the Sant'Albano - Barriera C astelletto Stura stretch of motorway to traffic on 20 February 2012.

1.100

Trafffic volumes 20

3 e 2012

1.000

900

800

700

2013

2012

600

500

January February

March April May

June July

August Sept mber October

November Decem er

As shown in the table and graph above, the easing of the negative trend in traffic volumes, which alre ad y occurred in the first half of the year, was further consolidated in the third and fourth quarters of the year.

2

SIAS - SOCIETA' INIZIATIVE AUTOSTRADAL E SERVIZI S.p.A. GROUP ECONOMIC PERF

RMANCE

The economic, equity and financial data relating to the year 2012 shown below were redetermined ("rrestated") due to the application of the amendment to IAS 19 and the early adoption of IFRS 11. In particular, the effects on the 2012 cons olidated data of the SIAS Group are attributable (i) to the consolidation of the Ativa Group with the "equity method" (previously co nsolidated using the "proportional method" ) and (ii) the recognition of the actuarial components relating to Employee severance indem nity in shareholders' equity instead of in the income statement.

***

The economic figures for 2013 reflect - effective from 1 January 2013 - the inclusion, in the "scope of consolidation", of the subsidiary

Autostrada Torino-Savona S.p.A..


The main revenue and expenditure items may be summarised as follows:

(amounts in thousands of EUR)

2013 2012 restated(1)

Changes

Motorway sector revenue - operating activities (2)

Motorway sector revenue - planning and construction activities (3 )

Construction and engineering sector revenue

Technology sector revenue

Other revenues

Operating costs (2)

Gross operating margin (EBITDA)

Non-recurring items: insurance reimbursements

"Adjusted" gross operating margin (EBITDA) Net amortisation/depreciation and provisions Operating income (EBIT)

Financial income:

- Autostrade Sud America S.r.l. capital gain

- Other income

Financial charges

Capitalised financial charges

Write-downs of equity investments

Profit (loss) of companies accounted for using the equity method

Net financial income

Profit before tax

Income taxes (current and deferred)

Profit (loss) for the period

888,483 804,17 3 84,310

283,900 264,75 8 19,142

5,969 3,68 5 2,28

42,238 17,14 8 25,090

40,437 42,71 7 (2,280) (694,884) (602,394 ) (92,490)

566,143 530,08 7 36,05

- 12,10 0 (12,100)

566,143 542,18 7 23,95

(252,215) (242,566 ) (9,649)

313,928 299,62 1 14,30

- 379,47 4 (379,474)

22,352 35,00 0 (12,648) (115,325) (110,86 8) (4,457)

19,838 13,91 9 5,919

(5,998) (42,462 ) 36,46

12,770 18,18 4 (5,414)

(66,363) 293,24 7 (359,610)

247,565 592,86 8 (345,303)

(85,490) (80,78 4) (4,706)

162,075 512,08 4 (350,009)

ƒProfit attributable to minority interests

ƒ Profit attributable to shareholders of the parent company

23,315 15,92 0 7,395

138,760 496,16 4 (357,404)

(1) Effective from these financial statements, ATIVA S.p.A. (and the group it belongs to) was valued using the "equity method" (it was consolidated "proportionallly" in previous years); the amendment to IAS

19 (provision for employee severance indemnities) was also applied. In order to allow an adequate comparison of the data, the figures for 2012 were redeterminned. (2) Amounts net of the fee/additional fee payable to ANAS (equal to EUR 69.6 million in 2013 and EUR 65.2 million in 2012).

(3) These are revenues relating to "construction activities" concerning non-compensated re vertible assets; in compliance with IFRIC 12, a similar amount is recorde d under "operating costs".


"Motorway sector revenue" totalled EUR 888.5 million (EUR 804.2 million in 2012) and are broken do wn as follows:

(amounts in thousands of EUR)

Net toll revenues

Rental income - royalties from service areas

Total motorway sector revenue

2013

856,831

31,652

888,483

2012

769,078

35,095

804,173

Changes

87,753 (3,443)

84,310

"Net toll revenues" rose by EUR 87.8 million. This variation is the result of: (i) the consolidation, efffective from 1 January 2013 - of the figure relating to Autostrada Torino-Savona S.p.A. (up EUR 58.5 million), (ii) the tariff increases reco gnised effective as of 1 January 2013 and 12 April 2013 (up EUR 48.5 million) and (iii) the decrease in traffic volumes (down EUR 19.2 milliion).
The reduction in "rental income - royalties from service areas" is the result of the contraction in spending (down 13.2%, equal to a decrease of EUR 4.6 million) and the consolidation of Autostrada Torino-Savona S.p.A. (+ EUR 1.2 mi llion).
The "construction/planning and engineering" and "technology" sectors recorded an increase in activit ies carried out by third parties with respect to the previous year; in particular, the higher revenues of companies operating in the technology sector are attributable to the works performed for the construction of the Tangenziale Esterna Est di Milano (External Eastern Ring Road o f Milan) and the Brescia-Bergamo- Milan stretch of motorway. The increase in activities described above led to a rise in "operating costs".
The change recorded in "operating costs" (up EUR 92.5 million) is the result of: (a) the consolidation of Autostrada Torino-Savona S.p.A. (+ EUR 38.9 million, (b) the increase in the costs of other companies operating in the motorway sec tor (up EUR 10.8 million), mainly

3

SIAS - SOCIETA' INIZIATIVE AUTOSTRADALI E SERVIZI S.p.A.


attributable to higher maintenance costs and greater costs incurred for "winter services" and (c) the rise in "operating costs" (equal to around EUR 42.8 million) connected with the activities carried out by companies operating in the "con struction/planning and engineering" and "technology" sectors.
As regards the above, "EBITDA" registered growth of EUR 36 million and reflects the changes that occurred in the business sectors in
which the Group operates; in particular:

(amounts in millions of EUR)

• Motorway Sector

• Construction/Engineering Sector

• Technology Sector

• Services Sector (holdings)

2013

538.2

7.2

26.6 (5.9)

566.1

2012

506.2

8.9

20.0 (5.0)

530.1

Change

32.0 (1)

(1.7)

6.6 (0.9)

36.0

(1) Of which EUR 24.3 million attributable to the consolidation of Autostrad a Torino-Savona S.p.A..

In the previous year, the item "non-recurring items" referred to insurance reimbursements recorded (following their settlement in 2012 with the Insurance Companies), for damages caused to the motorway infrastructure by the 2011 flood.
The item "net amortisation/depreciation and provisions" totalled EUR 252.2 million (EUR 242.6 milli on in 2012); the change in the item is due almost entirely to higher amortisation/depreciation relating to non-compensated revertible assets.
The change in "financial income" is mainly attributable to the elimination of the capital gain deriving from the transfer, in 2012, of the equity investment held in Autostrade Sud America S.r.l., and less interest income and dividends collecte d.
"Financial charges" - including IRS (interest rate swap) contract charges - recorded growth compared to the previous year, related to the increase in financial indebtedness.
The item "write-down of equity investments" is mainly attributable to the write-down of equity investm ents held in Alitalia - Compagnia Aerea Italiana S.p.A.. (EUR 3 million), Banca Ca.Ri.Ge. S.p.A. (EUR 2.3 million) and Industria e Innov azione S.p.A.. (EUR 0.6 million). The item "profit from companies accounted for using the equity method" includes the share of pro fits from associated companies. In
particular, it reflects the profits recorded by SITAF S.p.A. (EUR 10.1 million), ITINERA S.p.A. (EUR 1.8 million), by Road Link Holding
Ltd. (EUR 1.2 million) ATIVA S.p.A. (EUR 1.1 million), and by
Sitrasb S.p.A.. (EUR 0.5 m illion), partially adjusted by the
acknowledgement of the pro-rata share of losses attributable to OMT S.p.A. (EUR 0.5 million) and to Rivalta Terminal Europa S.p.A. (EUR 1.6 million).
As a result of the above, the Group's share of "profit for the period" stood at EUR 138.8 million (com pared to EUR 156.5 million in 2012

(*), net of extraordinary items mainly related to the transfer of the equity investment held in Autostrade S ud America S.r.l.).

GROUP EQUITY AND FINANCIAL DATA


The main items of the consolidated financial position as at 31 December 2013, compared with the corr esponding figures of the previous year, may be summarised as follows:

(values in thousands of EUR)

Net fixed assets

31/12 2013 31 /12/2012 re stated(1)

3,416,119 3, 382,089

Changes

34,030

Equity investments and other long-term investments

Working capital

657,783 (88,168)

500,971 (27,099)

156,812 (61,069)

Invested capital

3,985,734 3, 855,961

129,773

Provision for restoration, replacement and maintenance of non-compensated (171,833) ( 170,884)

(949)

Emploibylee severance indemnity and other provisions

Invested capital less provisions for medium- and long-term risks and charges

(52,035) ( 53,220)


3,761,866 3, 631,857

1,185

130,009

Shareholders' equity and profit (loss) (including minority interests) "Adjusted" net financial indebtedness

1,976,247 2, 011,376

1,670,289 1, 489,296

(35,129)

180,993

Other long-term payables - Deferred income, payable due to FCG

115,330

131,185

(15,855)

Equity and minority interests

3,761,866 3, 631,857

130,009

(1) Effective from these financial statements, ATIVA S.p.A. (and the group it belongs to) was v alued using the "equity method" (it was consolidated "proportionally" i n previous years); the amendment to IAS 19 (provision for

employee severance indemnities) was also applied. In order to allow an adequate comparison of the data, the figures for 2012 were redetermined.

* This result includes the contribution of ASA S.r.l. 'pro-forma in 2012, namely: (values in EUR million)

• Normalized Group's share of profit 2012

156.5

• ASA contribution pro-forma 2012 (16.1)

• Group's share of profit 2012 'pro-forma' 2012 140.4

4

SIAS - SOCIETA' INIZIATIVE AUTOSTRADALI E SERVIZI S.p.A.


The increase in the item "equity investments and other long-term investments" is due (for around EUR 123 million) to the subscription of share capital increases in Tangenziali Esterne di Milano S.p.A. and Tangenziale Esterna S.p.A.; this v ariation is partially reflected in the item "working capital" for the called up shares still to be paid as at 31 December 2013.

***


A breakdown of the item "Net financial indebtedness" has been provided below:

(values in thousands of EUR)

31/12/2 13 31/1 2/2012 re stated

Changes

A) Cash and cash equivalents

B) Securities held for trading

C) Liquidity (A) + (B)

748,579 93 4,530 (185,951)

18,616 3 4,512 (15,896)

767,195 96 9,042 (201,847)

D) Financial receivables

E) Bank short-term borrowings

F) Current portion of medium/long-term borrowings

G) Other financial liabilities

H) Short-term borrowings (E) + (F) + (G) I) Current net cash (C) + (D) + (H)

408,410 25 7,566 (104,803) (11 3,520) (152,322) (20 3,072) (20,684) (2 0,898) (277,809) (33 7,490)

897,796 88 9,118

150,844

8,717

50,750

214

59,681

8,678

J) Bank long-term borrowings

(1,386,509) (1,20 5,891) (180,618)

K) Hedging derivatives

L) Bonds issued

M) Other long-term payables

(98,040) (13 8,756) (810,290) (80 4,728) (1,833) ( 2,125)

40,716 (5,562)

292

N) Long-term borrowings (J) + (K) + (L) + (M) O) Net financial indebtedness(*) (I) + (N)

P) Non-current financial receivables

(2,296,672) (2,15 1,500) (145,172) (1,398,876) (1,26 2,382) (136,494)

- 7 6,489 (76,489)

Q) Discounted value of payable to ANAS-Central Insurance Fund

(271,413) (30 3,403)

31,990

R) "Adjusted" net financial indebtedness (O) + (P) + (Q)

(1,670,289) (1,48 9,296) (180,993)

(*) As per CESR recommendation

"Adjusted net financial indebtedness" stood at EUR 1,670.3 million as at 31 December 2013 (EUR 1,489.3 million as at 31 December
2012).
The change in the year is primarily due to (i) the payment of dividends (2012 in full and 2013 adva nce) by both the Parent Company, totalling EUR 218 million, and by subsidiaries (to minority shareholders) amounting to EUR 15.8 million, (ii) the performance of enhancement works on the Group's motorway infrastructure amounting to EUR 283 million and (iii) th e acquisition of equity investments totalling around EUR 59 million, set against the "operating cash flow" (equal to EUR 395 million).
As regards the "structure" of net financial indebtedness, the following should be noted:
• the change in the item "Cash and cash equivalents" is mainly attributable to the above-mentioned payment of dividends by the Parent
Company and the subsidiaries;
• the reduction in the item "securities held for trading" reflects the conversion to cash of part of the BT Ps (Multi-Year Treasury Bonds);
• the increase of EUR 150.8 million in the item "financial receivables" is predominantly due
(i) for EUR 76.5 million, to the
reclassification from the item "non-current financial receivables", of the capitalisation policies f or which the reimbursement option takes effect from this year, (ii) for EUR 20 million, to capitalisation policies subscribed in the year, (iii) for EUR 25.2 million, to higher interconnection receivables and (iv) for EUR 21.2 million, to the increase in grants to be collected;
• the change in the item "Current portion of medium/long-term borrowings" is the result of the repay ment of the instalments falling due
in the period (EUR 201 million) and th the next 12 months (EUR 150 million);
reclassification, from the item "Bank long-term borrowing s", of the instalments falling due in
• the increase in the item "Bank long-term borrowings" is the result of: (i) the disbursement of additio nal tranches of EIB loans (totalling EUR 155 million) and of Banca Carige (EUR 42 million), (ii) the taking out of additional loans (t otalling EUR 150 million), (iii) the repayment of a loan of EUR 17 million and (iv) the above-mentioned reclassification of instalme ntts falling due in the next 12 months to the item "Current portion of medium/long-term borrowings";

5

SIAS - SOCIETA' INIZIATIVE AUTOSTRADALI E SERVIZI S.p.A.


• "hedging derivatives" (which represent the fair value of IRS contracts) recorded an improvement of around EUR 40.7 million, standing at EUR 98 million. At present - also taking account of the bond loan of EUR 500 million issued in February 2 14 - around 82% of consolidated medium-long term borrowings are at a "fixed rate"/"hedged"; the average weiighted "all-in" rate of the Group's overall indebtedness (including the aforementioned bond) is 3.65%;
• the item "bonds issued" relates to the "2005-2017 convertible bond loan" and the "2010-2020 bo nd loan"; the change is essentially attributable to the recording, for the portion pertaining to the year, of the differential, calculated a t the moment of issue, between the "effective interest" rate and the "market interest" rate of the convertible bond loan;
• the change in the item "non-current financial receivables" is the result of the above-mention ed reclassification under financial
receivables (current) - of capitalisation policies that can be converted to cash in the short-term (EUR 76.5 million);
• the change in the "discounted value of the payable due to ANAS -
Central Insurance Fund ", equ al to EUR 32 million, is due to the
payment of the instalments falling due (EUR 47.8 million) and the assessment of expenses relat ing to the discounting of said debt
(equal to EUR 15.8 million).
It should also be pointed out that the above-mentioned "net financial indebtedness" does not include "credit linked note" bond securities amounting to EUR 20 million purchased by the Group companies as a cash investment.
* * *
The financial resources available as at 31 December 2013 are broken down as follows:

(amounts in millions of EUR)

• Cassa Depositi e Prestiti loan (relating to SATAP S.p.A.)

450

• EIB loans (relating to SIAS S.p.A.)

160

• "committed" credit lines

50

• "uncommitted" credit lines (relating to SIAS S.p.A. and the consolidated companies)

254

Sub-total

914

• Cash and cash equivalents and financial receivables(* )

1,176

Total financial resources as at 31 December 2013

2,090



***

Group financial structure

With reference to diversification of sources of financing, the SIAS Group - through the issu ing of bond loans as part of the aforementioned EMTN programme and the disbursement of loans by the EIB (European Investment Bank) - reduced its exposure to the banking system, whose weight, with respect to total indebtedness, fell from 70% as at 31 Decemb er 2009, to around 39% as at 31
December 2013, on a "pro-forma" basis.

The development of the ratio between the various sources of financing is shown below.

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

0%

19%

11%

70%

2009

35%

15%

50%

2 12

45%

16%

39%

2013 "pro‐forma" (1)

Bank loans

EIB B onds

(1) Amount includes bond loan - equal to EUR 500 million - issued in February 2014


6

SIAS - SOCIETA' INIZIATIVE AUTOSTRADALI E SERVIZI S.p.A.


Over the same period of time, the centralisation of funding at SIAS S.p.A. increased significantly; in particular, indebtedness relating to SIAS S.p.A. with respect to the total indebtedness of the SIAS Group, increased from 19% (as at 31 D ecember 2009) to 65% (pro-forma figure as at 31 December 2013):

(amounts in millions of EUR)

2009

2012 restated

2013

(pro-forma)(1)

(amounts in millions of EUR)

2012 restated

2013

(pro-forma)(1)

SIAS Group gross financial indebtedness (a)

1,754

2,350

2,976

SIAS S.p.A. gross financial indebtedness (b)

335

1,218

1,946

Holding/Group gross financial indebtedness ratio (b/a)

19%

52%

65%

(1) Amount includes bond loan - equal to EUR 500 million - issued in February 2014

FINANCIAL

TATEMENTS OF THE PAR

NT COMPANY - SIAS S.P.A.



The main revenue and expenditure items of the company may be summarised as follows:

2012

(values in thousands of EUR)

Income from equity investments

- Dividends

- ASA capital gain

Other financial income

Interest and other financial charges

Financial income and charges

Value adjustments of financial assets

Other operating income Other operating costs Amortisation/depreciation and provisions Pre-tax profit

Income taxes

Profit for the period

2013

97,994

-

48,592 (51,635)

94,951 (5,264)

1,258 (7,207) (1,318)

82,420

843

83,263

restated(1)

53,538

434,830

45,515 (44,937)

488,946 (30,687)

134 (4,849) (1,313)

452,231

(5,958)

446,273

Changes

44,456 (434,830)

3,077 (6,698) (393,995)

25,423

1,124 (2,358) (5)

(369,811)

6,801

(363,010)

(1) As a result of the application of the amendment to IAS 19 (provision for emplloyee severance indemnities), the figures for the previous year pres ented for comparative purposes, were redetermined.

The Parent Company's income statement reflects, through the items contained therein, the industrial holding activity carried out by it. More specifically, the item "income from equity investments" (totalling EUR 98 million), is attributab le to the dividends paid out in the year by SATAP S.p.A. (EUR 52.2 million) by SALT S.p.A. (EUR 31.7 million), by SINELEC S.p.A.. (EUR 6.9 million), by SAV S.p.A. (EUR 4.4 million) by ATIVA S.p.A. (EUR 1.5 million), and by Road Link Holdings Ltd (EUR 1.2 milliion).
The change with respect to the previous year is attributable to the higher dividends paid by SATAP S.p.A. and SALT S.p.A. and to the dividends received from SAV S.p.A. and ATIVA S.p.A. as a result of the incorporation of the subsidiary HPVdA S.p.A..
The item "value adjustments of financial assets " is due to the fair value adjustment of the equity inves tment held in ATIVA S.p.A.; in the previous year, this item reflected the write-down of the equity investment held in Milano Serravalle-Mil ano Tangenziale S.p.A..
"Amortisation/depreciation and provisions" refer to the allocation to the tax "risks provision", which w as prudentially made following the changes in the tax regulations concerning the deductibility of the differential of interest expenses calcullated on the "liability component" of the "SIAS 2.625% 2005-2017" convertible bond loan.
The item "income taxes" reflects the peculiarity of the activities carried out by the company and inclu des any "income" related to the so- called "tax consolidation"; the figure in the previous year included around EUR 6 million relating to taxes on the capital gain resulting from the disposal of the company Autostrade Sud America S.r.l. (according to the so-cal ed participation exemption system).
"Net financial indebtedness" stood at EUR 991.2 million as at 31 December 2013 (EUR 674.6 mill ion as at 31 December 2012); this amount does not include the receivables relating to the "intercompany loans" granted - as part of the fi nancial structure defined at holding level - to the investees SALT S.p.A., SATAP S.p.A., SAV S.p.A., Autostrada dei Fiori S.p.A., Auto strada Asti Cuneo S.p.A., ATIVA S.p.A. and Ativa Immobiliare S.p.A. which came to a total of EUR 1,102 million (EUR 889 million as a t 31 December 2012).
Cash deriving from both operating activities (amounting to around EUR 80.5 million) and the me rger by incorporation of Holding
Piemonte e Valle d'Aosta S.p.A. (equal to EUR 47.7 million) was used both to pay dividends totalli ng EUR 218.4 million (EUR 204.8 million relating to payment "in full" for the year 2012 and EUR 13.6 million as an "advance" for 2013) and for the payment of 25% of the

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SIAS - SOCIETA' INIZIATIVE AUTOSTRADALI E SERVIZI S.p.A.


share capital increases of Tangenziali Esterne di Milano S.p.A. and Tangenziale Esterna S.p.A. (totalling EUR 13.4 million).
During the year under review, the company also disbursed - net of reimbursements - EUR 213 million in the form of medium/long-term intercompany loans to its subsidiaries and associated companies.

UPDATE OF PROCEDURE

RELATING TO RELATED-PARTY TRANSACTIONS


At today's meeting, the Board of Directors also resolved, including on the basis of the favourable judgm ent issued by the Risk and Control
Committee, an update to the procedure governing "Related-Party Transactions". This procedure is available on the company's website: www.grupposias.it.

CALLING OF ORDINARY

HAREHOLDERS' MEETING


The Board of Directors resolved the calling of the Ordinary Shareholders' Meeting, in Single Call, o n 18 April 2014 to (i) approve the financial statements as at 31 December 2013 and the relative proposal for the allocation of profit and ( ii) to appoint the Board of Directors and the Board of Statutory Auditors.
In relation to the profit allocation, the Board of Directors proposal envisages the distribution of a di vidend - final - of EUR 0.24 per share, totalling roughly EUR 55 million.
Pursuant to the regulations issued by Borsa Italiana S.p.A., the dividend can be paid from 2 May 20 14 (in this case, the shares shall be quoted ex-dividend starting from 28 April 2014, against detachment of the coupon no. 25).
Entitlement to payment of the aforementioned advance shall be determined with reference to the evid ence from the accounts indicated in art. 83-quater, paragraph 3, of Legislative Decree no. 58 of 24.02.1998, relating to the end of the accou nting day on 30 April 2014 (record date).
The total amount of the dividend relating to 2013, taking account of the distribution of an advance of EUR 0.06 per share, carried out in
August, stood at EUR 0.30 per share, for a total of EUR 68 million.
The "pay-out", in line with the Group's policy, totalled around 50% of the consolidated profit.

* * *

The separate financial statements and the consolidated financial statements (supported by the asso ciated independent auditors' reports and reports of the Board of Statutory Auditors), as well as the "Report on Corporate Governance a nd Ownership Structures" will be made available to the public on the company's website (www.grupposias.it), according to legal terms.

The Chairman

Stefania Ba riatti

The Manager in charge of drawing up the corporate accounting documents, Mr. Sergio Prati, here y declares, pursu ant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.

* * *

It should be noted that, at present, the auditing of the financial statements forming the object of this press release has still not been completed.

SIAS - Società Iniziative Autostradali e Servizi S.p.A.

Via Bonzanigo , 22 - 10144 Turin (Italy)

Telephone (011) 43.92.102 - Telefax (011) 47.31.691 info@grupposias.it Website: www.grupposias.it

PEC: sias@legalmail.it

Investor Relations

e-mail: investor.relations@grupposias.it

tel.: +39 011 4392133

For more information (Media): Moccagatta associati

Tel. 02 86451695 / 02 86451419 segreteria@moccagatta.it

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