AUTOPISTAS DEL SOL S.A. INTERIM FINANCIAL …06-10... · INTERIM FINANCIAL STATEMENTS AS OF JUNE...

AUTOPISTAS DEL SOL S.A.

INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2010 Free translation from the original prepared in Spanish

AUTOPISTAS DEL SOL S.A. INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2010

TABLE OF CONTENTS

Balance Sheets Statements of Operations Statements of Changes in Shareholders’ (Deficit) Equity Statements of Cash Flows Notes Exhibits Auditor’s Limited Review Report Additional information required by Section 68 of Chapter IV of the Regulations for Listing on the Buenos Aires Stock Exchange Auditor’s Limited Review Report

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AUTOPISTAS DEL SOL S.A. INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, for the 18th financial year commenced January 1, 2009 (Stated in Argentine pesos, unless otherwise indicated) Legal address: Leandro N. Alem 712 - 10th floor - Autonomous City of Buenos Aires Main corporate business: Betterment, enlargement, remodeling, preservation, maintenance, operation and administration of the Northern Access Highway System of the city of Buenos Aires Registration date with the Public Registry of Commerce:

By-laws: February 4, 1994 Amendments to by-laws: October 6, 1994, April 8, 1997, October 19, 2001, June 11, 2004

and October 5, 2004

Unique Tax Identity Code (UTIC): 30-67723711-9 Registration number with I.G.J. (Superintendency of Commercial Companies): 1,585,403 Duration of Company: until February 4, 2024 or the date of compliance with its corporate purpose BALANCE SHEET as of June 30, 2010

Capital structure (See information on Shareholders in Note 6 a) 2.5.)

Total subscribed

and paid-in (*)

In public offering

Ps. Ps. Issued 51,743,226 ordinary book-entry Class A shares, with a nominal value of Ps. 1 per share and entitled to 5 votes per share 51,743,226 -

7,154,637 ordinary book-entry Class B shares, with a nominal value of Ps. 1 per share and entitled to 5 votes per share 7,154,637 -

26,992,137 ordinary book-entry Class C shares, with a nominal value of Ps. 1 per share and entitled to 5 votes per share 26,992,137 -

52,696,394 ordinary book-entry Class D shares, with a nominal value of Ps. 1 per share and entitled to 1 vote per share 52,696,394 52,696,394

36,810,000 ordinary book-entry Class E shares, with a nominal value of Ps. 1 per share and entitled to 1 vote per share 36,810,000 -

175,396,394 52,696,394 (*) Total authorized for public offering

2 AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 INTERIM FINANCIAL STATEMENTS as of June 30, 2010

BALANCE SHEETS as of June 30, 2010, presented in comparative format with the year ended December 31, 2009 (Stated in Argentine pesos, unless otherwise indicated) June 30, December 31, 2010 2009 ASSETS CURRENT ASSETS Cash 5,714,300 9,449,825 Investments (Exhibit D.1) 184,579,337 81,090,982 Receivables (Note 3 a)) 19,397,601 17,878,268 Other receivables (Note 3 b)) 14,428,868 6,077,467 Other assets (Note 3 c)) 2,467,254 2,134,035 Total current assets 226,587,360 116,630,577 NON-CURRENT ASSETS Other receivables (Note 3 d)) 5,072,055 4,042,460 Other assets (Note 3 e)) 6,972,680 5,950,816 Fixed assets, net (Exhibit A) 6,333,012 6,603,299 Deferred tax assets, net (Note 2) s)) 12,357,839 181,696 Investments in concession, net (Exhibit D.2) 1,176,867,234 1,229,658,232 Total non-current assets 1,207,602,820 1,246,436,503 Total assets 1,434,190,180 1,363,067,080 LIABILITIES

CURRENT LIABILITIES

Accounts payable (Note 3 f)) 21,824,168 17,705,118 Advances from customers 13,829,581 14,194,801 Loans (Note 3 g)) 1,304,267,325 1,213,785,489 Payroll and social security taxes 9,237,995 9,358,475 Taxes payable (Note 3 h)) 9,616,888 12,626,552 Other liabilities (Note 3 i)) 575,156 575,306 Total current liabilities 1,359,351,113 1,268,245,741 NON-CURRENT LIABILITIES Accounts payable (Note 3 j)) 25,300,066 19,378,003 Advances from customers 48,987,521 40,997,886 Taxes payable (Note 3 k)) 1,673,178 1,602,375 Other liabilities (Note 3 l)) 1,492,599 1,723,668 Provisions (Exhibit E) 22,021,959 20,575,620 Total non-current liabilities 99,475,323 84,277,552 Total liabilities 1,458,826,436 1,352,523,293 SHAREHOLDERS’ (DEFICIT) EQUITY (per related statements) (24,636,256) 10,543,787 Total 1,434,190,180 1,363,067,080 The accompanying notes 1 to 11 and exhibits A, D.1, D.2, E, G, H and I are an integral part of these interim financial statements.

3 AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 INTERIM FINANCIAL STATEMENTS as of June 30, 2010 STATEMENTS OF OPERATIONS for the six-month period ended June 30, 2010 presented in comparative format with the same period of the previous year (Stated in Argentine pesos, unless otherwise indicated)

June 30,

2010 2009 Toll revenues 184,752,585 144,308,528 Rentals of service areas 7,595,739 7,449,455 Other operating income 3,816,078 1,494,773 196,164,402 153,252,756 Less: Turnover tax (6,276,872) (5,874,511) Tax Law No. 17,520 (1,029,050) (808,544) 188,858,480 146,569,701 Operating cost (Exhibit H) (133,343,199) (111,840,841) Gross profit 55,515,281 34,728,860 General administrative and selling expenses (Exhibit H) (10,039,921) (9,944,295) Operating income 45,475,360 24,784,565 Financial and holding results - (Loss) Gain

Generated by assets (Exhibit H) 4,203,888 3,969,358 Generated by liabilities (Exhibit H) (94,906,088) (161,436,352)

Income from the repurchase of certain financial liabilities (Note 3 m)) - 1,236,750 Other net expenses (119,715) (93,238) Ordinary loss for the period before income tax (45,346,555) (131,538,917) Income tax benefit (Note 2) s)) 10,166,512 32,760,026 Net loss for the period (35,180,043) (98,778,891) Loss per share, net (Note 2) t)) (0,21) (0,56)

The accompanying notes 1 to 11 and exhibits A, D.1, D.2, E, G, H and I are an integral part of these interim financial statements.

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AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 INTERIM FINANCIAL STATEMENTS as of June 30, 2010

STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY for the six-month period ended June 30, 2010, presented in comparative format with the same period of the previous year (Stated in Argentine pesos, unless otherwise indicated)

Shareholders’ contributions

Common

stock

Inflation adjustment to common stock Total

Appropriated retained earnings

Legal reserve

Unappropriated retained earnings

(accumulated deficit) Total

Balances as of January 1, 2009 175,396,394 151,307,167 326,703,561 15,791,434 (167,893,395) 174,601,600 Partial absorption of accumulated deficit proposed by the Board of Directors on March 10, 2009, an approved by the Ordinary and Extraordinary Shareholders’ Meeting dated April 15, 2009 - (151,307,167) (151,307,167) (15,791,434) 167,098,601 - Net loss for the period - - - - (98,778,891) (98,778,891) Balances as of June 30, 2009 175,396,394 - 175,396,394 - (99,573,685) 75,822,709 Balances as of January 1, 2010 175,396,394 - 175,396,394 - (164,852,607) 10,543,787 Net loss for the period - - - - (35,180,043) (35,180,043) Balances as of June 30, 2010 175,396,394 - 175,396,394 - (200,032,650) (24,636,256)

The accompanying notes 1 to 11 and Exhibits A, D.1, D.2, E, G, H and I are an integral part of these interim financial statements.

5 AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 INTERIM FINANCIAL STATEMENTS as of June 30, 2010

STATEMENTS OF CASH FLOWS for the six-month period ended June 30, 2010, presented in comparative format with the same period of the previous year (Stated in Argentine pesos, unless otherwise indicated) 2010 2009 CHANGE IN CASH AND CASH EQUIVALENTS (1) Cash and cash equivalents at the beginning of the year 90,540,807 30,465,974 Increase (Decrease) in cash and cash equivalents 99,752,830 (2,805,804) Cash and cash equivalents at the end of the period 190,293,637 27,660,170 Cash provided by operating activities

Net loss for the year (35,180,043) (98,778,891) Plus (less) items not entailing sources or uses of cash

Depreciation of fixed assets 890,405 829,527 Amortization of investments in concession 65,129,891 55,742,132 Rentals of service areas (5,035,034) (5,039,430) Income from the repurchase of certain financial liabilities - (1,236,750) Income tax (10,166,512) (32,760,026) Exchange difference accrued on liabilities 43,325,022 113,240,869 Lawsuits, renegotiations and other contingencies 2,212,512 1,041,381

Doubtful accounts 100,000 37,000 Valuation allowance for other tax credits 855,348 - Net book value of fixed assets deletions - 51,138 Interest accrued on loans 49,159,993 46,125,751

Subtotal 111,291,582 79,252,701

Increase in receivables (1,619,333) (5,708,418) (Increase) Decrease in other receivables (6,204,593) 4,763,568 Increase in Deferred tax assets, net (2,864,979) - Increase in other assets (1,355,083) (184,592) Increase (Decrease) in accounts payable 5,409,253 (4,399,996) Decrease in other liabilities (231,219) (217,864) Increase in advances from customers 12,659,449 2,088,484 Decrease in payroll and social security taxes (120,480) (2,591,525) Decrease in provisions (766,173) (2,413,551) (Decrease) Increase in taxes payable (3,486583) 6,674,965 Total cash provided by operating activities 112,711,841 77,263,772 Cash applied to investing activities

Acquisitions of fixed assets (620,118) (1,083,103) Increase in investments in concession (12,338,893) (9,782,397)

Total cash applied to investing activities (12,959,011) (10,865,500) Cash applied to financing activities

Repayment of loans - (25,143,005) Payment of interest - (44,061,071)

Total net cash flows applied to financial activities - (69,204,076) Increase (Decrease) in cash and cash equivalents 99,752,830 (2,805,804) (1) The Company considers cash and all highly liquid temporary investments with an original maturity of three months or less at the time

of purchase to be cash equivalents. The accompanying notes 1 to 11 and exhibits A, D.1, D.2, E, G, H and I are an integral part of these interim financial statements.

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AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 NOTES TO THE INTERIM FINANCIAL STATEMENTS as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated)

NOTE 1 - CONCESSION CONTRACT 1.1) Contractual renegotiation Pursuant to Decree No. 1167/94 of the Executive Branch, published in the Official Bulletin on July 19, 1994, Autopistas del Sol S.A. (the “Company”) was granted a concession to operate a toll highway known as “Acceso Norte” (Northern Access) until December 31, 2020. On August 8, 1994, the Company took possession of the highway. The Concession Contract, which expires on December 31, 2020, comprises the performance of construction, remodeling, improvement, repairs and enlargement of the Northern Access and part of the General Paz beltway. See Note 6 for a detail of rights and obligations derived from the Concession Contract. At the end of 2001 and beginning of 2002, Argentina underwent a severe crisis that led the government, starting in December 2001, to take measures and enact laws, decrees and regulations that brought significant changes to the then prevailing economic model. The most significant of these laws was the Ley de Emergencia Pública y Reforma del Régimen Cambiario and its implementing decree (the “Public Emergency Law” or “Emergency Law”), which will remain in force until December 31, 2011, pursuant to its latest extension, approved by Law No. 26,563. The Public Emergency Law provided, among other things, for the individual renegotiation of all agreements with the national government, based on the following criteria: a) the impact of the rates on the competitiveness of the economy and its effect on income distribution; b) service quality and investment plans, as contractually agreed; c) the users’ interest and access to the services; d) the security of the systems and e) company profitability. As a result of the renegotiation process that began in early 2002, on December 16, 2005 the Company and the Contract Renegotiation Unit (the “Unit”) executed a Concession Renegotiation Agreement (the “CRA”), which was ratified by Decree No. 296/2006 of the Executive Branch. The main characteristics of the CRA are described below: 1) Scope and review process: The CRA sets forth the terms and conditions for the revision of the Concession Contract, and although it includes measures that will be adopted immediately, it also provides for a subsequent, additional Contractual Review period that should have been completed by June 30, 2006, and that would permit the adoption of the remaining measures

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.1) Contractual renegotiation (Cont’d) to restore the economic/financial conditions of the Concession Contract, 2) Investment Plan, Internal Rate of Return: The CRA includes the Investment Plan that is part of the new Economic/Financial Plan (“E.F.P.”), with an internal rate of return for the whole term of the Concession to be calculated based on constant September 1993 pesos. The Company waives its right to claim an internal rate of return calculated in constant September 1993 US dollars, which had been established in the Economic/Financial Plan of the original contract, 3) Penalties: As long as the review period mentioned in 1) is reached, the CRA provides an exemption from penalties for the alleged breaches of contractual obligations that occurred after January 2002 as a consequence of the emergency, canceling ongoing proceedings and revoking penalties applied by the Argentine highway concession authority (the “Argentine Highway Concession Authority”) that had already been suspended, 4) Rate schedule: In order to restore partially the economic/financial conditions of the Concession Contract, a new toll rate schedule was established, providing for an average increase in toll rates of approximately 15%, compared to toll rates then in effect. Such increase would be applied as soon the CRA became effective, 5) Price variation: As from March 1, 2006 a rate reassessment may be requested from the Argentine Highway Concession Authority, under the jurisdiction of the National Administration of Roads pursuant to Decree No. 1020/2009, but only if the variation in the average value of the domestic wholesale price index and the domestic labor cost component of the construction index exceed 15% by the time of the first review and 5% by the time of each subsequent review taking the month of December 2004 as the base indicator for the first review, and for subsequent reviews, the variation since the last rate reassessment request arising from the application of this clause. In its request, the concessionaire must calculate the incidence of that price variation on costs relating to the operation, maintenance and investments included in the Economic/Financial Plan of the Concession. The Argentine Highway Concession Authority will have 30 days to submit its proposal to the competent authorities, who in turn must submit it to the Executive Branch, who must resolve on the matter within 120 days, 6) Performance Bonds and insurance, penalty units: The amounts of performance bonds and insurance were pesified and the adjustment of their amounts was regulated according to the changes in the basic toll rate at the Marquez toll station for Category 2. Additionally, the penalty unit was pesified at a rate of US$ 1= Ps.1 and was set at

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.1) Contractual renegotiation (Cont’d) Ps.0.75, plus the variation of the basic toll rate at such station, 7) Register of investments: Clause 17.9 of the Concession Contract was amended, setting the guidelines to register investments in constant currency on the basis of the application of certain coefficients until December, 2004. 8) Cargo Control: The Concessionaire recovered the right to perform controls over excess cargo in freight vehicles and to collect compensation for the damage caused by such excess, 9) Suspension and subsequent waivers of claims: The Company, and shareholders representing at least two thirds of its capital stock, agreed, as a condition precedent to the CRA entering into effect and as long as the review period mentioned in 1) is reached to suspend and not lodge any type of claims of any kind in administrative, legal or mediation venues in Argentina or abroad, based on the emergency established by Law Nº 25,561. In the months following the ratification of the CRA, the Company focused mainly on: a) the application of the new toll rate schedule with an average 15% toll rate increase for all vehicle categories, b) the adjustment of the toll rates to account for price variations, as provided under the CRA, and c) the end of the Contractual Review. Below is a summary of the status of the Company’s actions relating to each of the main issues with which the Government has yet to comply with. Ø Application of the toll rate schedule agreed under the CRA for vehicles in categories

3 to 7 (semi heavy and heavy vehicles) The application of the 15% average increase in toll rates came into effect as from April 2006 only for categories 1 and 2. The Company suspended its application for categories 3 to 7 at the request of the Argentine Government.

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.1) Contractual renegotiation (Cont’d)

As mentioned below, the Sixth Amendment to the Concession Agreement, pending approval by the Executive Branch, considers the extension of the Review Instance, and consequently the suspension of the pending rate increases until April 30, 2010. This term has expired and there have been no notices from the Grantor relating to the issuance of that Decree or the new term for carrying out the Review Instance.

Ø Rate reassessment due to price variations Decree No. 2322/08 of the Executive Branch, issued on December 30, 2008, approved a new toll rate schedule. The schedule takes into account the impact of the price variations recorded in the period between December 2004 and October 2007. It was applied only to category 2 vehicles and suspended for vehicles in categories 1 and 3 to 7. On December 10, 2009, the DNV issued Resolution No. 2736/09 approving a new rate schedule to be applied only to vehicles category 2 and it contains partially the adjustment ordered by National Executive Branch Decree No. 1949/09 which approved the estimation of the incidence of price variations until May 2009 inclusive. The Company reserved its right in relation to that Resolution, since: (i) a lower percentage than that approved by Executive Branch Decree No. 1949/09 was adopted in the rate schedule for vehicles in category 2; (ii) vehicles in categories 1 and 3 to 7 were not included in the rate adjustment for price variations; and (iii) the rate adjustment was applied at a later date than that envisaged by Executive Branch Decree No. 1949/09. The new rate schedule approved by the abovementioned Resolution was first applied to users as of December 14, 2009 and is current at the end of the present period. On January 26th, 2010, together with the updating of the proposal of integral renegotiation, a new tariff adjustment was requested regarding price variation on account of a new trigger in the period between June 2009 and October 2009. There has been no response from the O.C.CO.VI regarding said estimation; therefore, on March 29, 2010 the abovementioned claim was updated enlarging the request for the period June 2009 to February 2010.

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On April 28, 2010, the request for the acknowledgment of the rate adjustment was reiterated, among other pending requirements. There has been no response from the O.C.CO.VI.

Ø Contractual review to restore the economic/financial conditions of the Concession Contract

The deadline of the Review Period pursuant to Section Seven of the CRA had been set for June 30, 2006. As a consequence of the Government’s inaction, and after considerable delay, on March 10, 2009 the Company and the Ministry of Planning executed the Sixth Amendment to the Concession Agreement, which is still subject to approval by the Executive Branch, which included the commitment undertaken by the Grantor to complete the Review Instance before June 30, 2009. Upon expiration of the Review Period, as extended under the Sixth Amendment, on July 1, 2009, the Company submitted a note to the Argentine Highway Concession Authority, with copy to the Secretary of Public Works and the Executive Secretary of the Unit, in order to move the review process forward by presenting a proposal for the restoration of the economic and financial conditions of the Concession Contract (see point 1.2), of this Note, “Economic and financial condition of the Company”). As a consequence to the meetings held by the Corporation with the O.C.CO.VI promoting the negotiations to reach the conclusion of the Review Period and without impairing any reservation of legal rights previously agreed and/or power or obligation accepted or originated in the Renegotiation Agreement, on October 22, 2009, a note was sent to the Regulatory Entity by means of which, upon the request of such organ, the extension of the date of conclusion of the Review Period was consented until April 30, 2010. Such consent was subject to the approval of the adjustment of tariffs pending for price variation before January 31, 2010 and to the application of the adjustment of tariffs suspended for categories 1 and 3 to 7. The O.C.CO.VI answered the mentioned note with its letter dated November 2, 2009 informing to the Company that it would file such petitions to the competent authority.

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Considering the abovementioned, on November 19, 2009, the Company executed with the DNV an addendum to the Sixth Amendment to the Concession Contract, “ad referendum” to the National Executive Branch, agreeing to establish as a maximum term for the conclusion and the commencement of the Review Period set forth in the Renegotiation Agreement, April 30, 2010. The executing parties committed also to make their best efforts to carry out any and all necessary administrative acts to comply with the agreements.

On January 26, 2010 and upon the request of the O.C.CO.VI, the Company sent a note to the Technical Manager of said entity attaching the updated proposal requested for the Review Period of the Concession Contract. On March 12 and April 28, 2010, greater efforts were asked through notes addressed to the O.C.CO.VI to continue with the pertaining joint actions to reach the conclusion of the Review Period. Likewise, in the last notes mentioned, a description of the negotiations advance and of the proposals that the Company believes it would be appropriate to implement is included, highlighting the importance of a quick conclusion of the Review Period deemed necessary to achieve the restoration of the economic-financial equation of the Company and to establish the basis that would allow to overcome the negative effects produced due to the lack of conclusion of the contract renegotiation process on the dates fixed. As agreed by the Company’s Board of Directors, on May 21, 2010 a note was sent to the DNV in relation to the expiration of the term (last April 30) for carrying out the Review Instance. The Company stated again that the delays in the process for concluding the contract renegotiation, which are not attributed to it, led to a constant deterioration of its economic and financial position. Further, through that note, it was requested that the DNV take all the measures necessary for the Review Instance to conclude and become effective, and expressly reserved the right to file any action or make any claim whatsoever in view of the breaches by the Grantor or the O.C.CO.VI.

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Although the abovementioned term, April 30, 2010, has already expired, and even said term was never acknowledged by the National Executive Branch Decree, meetings were held with the O.C.CO.VI. in order to analyze the Review Instance’s proposal submitted by the Company

Ø Sixth Amendment to the Concession Contract - The General Paz Beltway Expansion Project

Decree No. 2322/08 of the Executive Branch approved the following measures, among others:

1) The execution of the General Paz Beltway Expansion Project and its funding through a Trust that will receive specifically earmarked additional toll rates to be collected by the Company and the Western Access Highway concessionaire on the Trust’s behalf. Such additional rates will become effective only upon completion of a certain percentage of the projected works.

2) Ordering the Ministry of Federal Planning, Public Investment and Services to sign the

necessary documents to set up the trust, define its financing structure, the payment and recovery of funds, and the parties’ reciprocal commitments for the execution of the project.

3) Approving a new toll rate schedule for the Company applied to users on January 10,

2009 (which was in force until December 13, 2009). 4) Ordering the Ministry of Federal Planning, Public Investment and Services to enter into

the Sixth Amendment to the Concession Contract, subject to the approval of the Executive Branch.

On January 16, 2009, the Company, the Ministry of Federal Planning, Public Investment and Services, the Ministry of Economy and Public Finance, Nación Fideicomisos S.A., Banco de la Nación Argentina, Grupo Concesionario del Oeste S.A. and the Argentine Highway Concession Authority entered into the Letter of Intent (a document that lays down the conditions for the execution of the General Paz Beltway Expansion Project).

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.1) Contractual Renegotiation (Cont’d) In the meeting held on February 3, 2009, the Company’s Board of Directors ratified the above Letter of Intent and approved the Sixth Amendment to the Concession Contract, the Contractor Retaining Rules and the Project Management, Trust and Collection Agency Agreements. The main provisions of the Sixth Amendment, which has not yet been approved by the Executive Branch, are the following:

1) Approval of the execution of the expansion works of the General Paz Beltway through a Trust. Such works will be financed with the collection of specifically earmarked additional rates from the users of the Northern and Western Access Highways, applicable upon completion of a certain percentage of the projected works. The Northern and Western Access Highway concessionaires will act as collection agents on behalf of the abovementioned Trust.

2) Participation of the Company in the General Paz Beltway Expansion Project as Project

Manager, on behalf of the Trustee, as provided under the Letter of Intent and a corresponding Project Management Agreement (the main features of which are described below). In consideration for the above, the Company will receive a compensation that will be determined in the Project Management Agreement.

3) The approval of a new work plan and construction schedule, to be reassessed upon

execution of a final, revised concession agreement. 4) The identification of specific penalties imposed by the Argentine Highway Concession

Authority that will be included in the Company’s financial and economic plan as part of the renegotiated concession agreement. Upon the execution of a final, revised concession agreement, the Company would withdraw its appeals and administrative challenges against those specific penalties.

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.1) Contractual Renegotiation (Cont’d)

5) In connection to the toll rate schedule, the following points were agreed: i) suspension

of the application of the toll rate adjustment due to variation in prices between December 2004 and October 2007 to categories 1 and 3 to 7 until the end of the Review Period; ii) continued suspension of the application of the 15% rate adjustment to categories 3 to 7 (semi heavy and heavy vehicles), still pending since April 2006, until the end of that Review Period; iii) increase in the toll rate applicable to PASE users, to bring them to the same level as those paid manually; and iv) application of a toll rate differential for peak-hour traffic for category 2 vehicles. The effects of these amendments to the Rate Schedule must be taken into account in the revised Concession Contract.

As of the date of these financial statements, the Executive Branch had not yet issued the decree approving the Sixth Amendment to the Concession Contract, its Addendum and the General Paz Beltway Expansion Project. Consequently, it has not been possible to make any progress in the execution of the project. 1.2) Economic and financial condition of the Company The enactment of Law No. 25,561 in January 2002 had a negative impact on the economic-financial conditions of the concession. This coupled with other adverse circumstances, such as the considerable delay in toll rate adjustments, deterioration of the peso/dollar exchange rate, significant increases in operating and maintenance costs with a special incidence of employee salary increases under Collective Bargaining Agreements, resulted in a significant deterioration of the economic and financial condition of the Company. Throughout these years, Autopistas del Sol S.A. has devoted enormous effort to overcome the crisis, seeking relentlessly to make progress in the concession contract renegotiation process, aimed at restoring the economic and financial conditions of the Company’s business. To accomplish this objective, the Company entered into a pre-packaged insolvency arrangement with its financial creditors. This arrangement was made under the assumption that the renegotiation process, which had begun two years earlier, would be completed under reasonable conditions and within a reasonable timeframe.

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.2) Economic and financial condition of the Company (Cont’d) As the deadline for completion of the Review Period, which had been set for June 2006, were not met, and none of the milestones included in the CRA approved by the Executive Branch in March 2006 were reached, in May 2007, the Company was forced again to modify its debt structure, extending the maturity of part of its indebtedness in exchange for higher interest rates. Notwithstanding the efforts made and the actions taken up by the Company aimed to obtaining advances in the concession contract renegotiation process and even considering the partial increase of toll rates granted in January 2009, as a consequence of the lack of progress on the renegotiation process, on July 23, 2009, the Company sent a note to the Executive Director of the Argentine Highway Concession Authority, with copy to the Secretary of Public Works and the Undersecretary of Coordination and Management Control, both from the Ministry of Federal Planning, Public Investment and Services, describing the difficult economic and financial conditions of the Company and the reasons for their deterioration, alerting that the Company could not afford more delays in the decisions the government had to make on all pending issues. Since July 2009, the Board of Directors of the Company held several meetings with high rank officials from the Ministries of Economy and of Federal Planning, Public Investment and Services and other public bodies ruling the Company’s activity, to express in detail the urgent need to adopt all the necessary measures for the Review Instance to become effective and for the pending contractual clauses to be applied, so as to allow for restoration of the Company’s economic and financial position, which is reflected in these financial statements. In the abovementioned meetings, as well as in the financial statements of previous fiscal years or periods, the urgent need of such measures has been highlighted to enable the Company to comply with the obligations undertaken that were supported by the clauses of the Concession Contract and by the fact that all administrative acts of contractual renegotiation would have occurred in the period they have been undertaken by the Argentine Government. The fulfillment by the Grantor of the commitments assumed is the necessary starting point so that the economic and financial situation of the Company, being these quarterly financial statements an objective statement of same, can be effectively reverted. This urgent need has

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.2) Economic and financial condition of the Company (Cont’d) been revealed to all these interlocutors as well as in the financial statements of previous fiscal years / periods so that the company may timely comply with the assumed commitments based on the performance of the Concession Contract and on the fact that any and all administrative acts related to the contract renegotiation would have occurred at the time fixed by the Grantor. The circumstances described together with the Argentine peso devaluation during fiscal year 2009, originated increasing losses with effects on the shareholders’ equity, worsening even more the serious economic and financial condition. Consequently, the Company was forced again to face the challenge and the need to resort to the measures at hand to solve the serious situation. Therefore, the Board of Directors of the Company approved on November 9, 2009, the drafting of a proposal to be submitted to the creditors of the Company with the most compatible content, manner and proceeding in order to achieve a new profile of the financing structure including the due dates as of November 23, 2009. The Shareholders Meeting held on December 18th, 2009 approved the decisions adopted by the Board of Directors of the Company and delegated to them the necessary steps to submit said restructuring proposal. On January 12, 2010, the Board of Directors of the Company approved the terms and conditions of the restructuring proposal, which terms and conditions are described in Note 11 to this financial statements. In addition, as shown in the Statement of Changes in the Shareholders’ (Deficit) Equity for the year ended December 31, 2009, the accumulated losses exceeded 50% of the capital stock. The Ordinary and Extraordinary Meeting of Shareholders held on last April 22nd, 2010, when dealing with such express item of the Agenda, resolved to adjourn the meeting until May 21, 2010 and, consequently, postpone the consideration of the measures to be adopted to that effect, considering that it was advisable to wait for the evolution of the process of financial debt restructuring and the newness that may arise regarding the culmination and execution of the Review Period.

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.2) Economic and financial condition of the Company (Cont’d) On May 21, 2010, once the meeting with the shareholders was resumed, it was unanimously decided to continue with the negotiations entered into with: a) the holders of the Outstanding Corporate Bonds; and b) the Argentine Government. Further, it was decided that, since the shareholders understood that the Company’s equity should be restored as a result of the processes mentioned in points a) and b) above, provided that if those processes had not progressed in such a way towards a satisfactory restoration, the Company’s Board of Directors should adopt all the pertinent measures in the light of the Company’s financial condition and call a Shareholders’ Meeting to consider those decisions. The losses generated in this period led the Company to record a shareholders’ deficit as of June 30, 2010. The financial debt restructuring process followed its course, and after successive extensions and modifications to the original proposal, the term for financial creditors to express their willingness to adhere to it expired on August 9, 2010. In view of the fact that as of that date the proposal had a level of adherence of 94.9% of the capital of the Outstanding Corporate Bonds, which enabled the Company to conclude the debt restructuring process through a voluntary out-of-court exchange with the holders of the Outstanding Corporate Bonds who gave their consent, the Company proceeded to: a) declare the end of the financial debt restructuring process; b) approve the issuance, public offering and listing of the new debt securities; and c) request Management to perform the necessary administrative procedures before the control authorities to enable the voluntary out-of-court exchange of the financial debt. Once those authorizations have been granted and the financial debt exchange been performed, the transaction will be closed and its accounting effects recognized. This will allow reversing the currently shareholders’ deficit, and thus no longer being encompassed by the regulations of the Commercial Companies Law concerning capital stock.

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NOTE 1 - CONCESSION CONTRACT (Cont’d) 1.3) Administrative intervention of the Company Simultaneously with the decision of the Board of Directors to carry out a debt restructuring process and as the payment of interest on Notes due on November 23, 2009 was not made, on the same date the DNV notified the Company of the issue of Resolution No. 2604/09 by means of which the administrative intervention of the Company was ordered and Héctor Juan Molina was appointed as “co-administrator” for a term of 120 days. Said officer was also appointed to be in charge of a general audit of Autopistas del Sol S.A. together with the Regulatory Entity. That audit shall be carried out during the period of the administrative intervention. The Company submitted a note dated November 30, 2009 to the General Administrator of the DNV for the latter to specify the scope and duties of the Interventor as co-administrator, supervisor and controller. No answer has yet been received to that note. On December 2009, the Company filed a legal action and an injunction claiming to consider the co-administration ordered by the DNV as null and void. The Court was asked to suspend the effects of the co-administration ordered by the DNV until such court issues a final decision on the validity of the Resolution. On December 23, 2009, the Court accepted partially the requested injunction suspending the “co-administration” functions granted to the Co-administrator. In accordance with this measure, the Co-administrator can only supervise, control and audit the Company. This judgment rendered by a first instance court was then acknowledged by the National Court of Appeals on Administrative Matters. The Company is pursuing the action filed from time to time and is awaiting the answer by the DNV of the summons and the complaint. DNV Resolution No. 1037/10 dated June 11, 2010 established that the administrative intervention of the Company be extended for ninety days. NOTE 2 - PRESENTATION AND PREPARATION OF THE INTERIM FINANCIAL

STATEMENTS The most significant accounting standards and criteria followed by Autopistas del Sol S.A. in preparing these interim financial statements, which have been applied consistently with the financial year ended December 31, 2009, are as follows:

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NOTE 2 - PRESENTATION AND PREPARATION OF THE INTERIM FINANCIAL STATEMENTS (Cont’d)

a) Basis of presentation These interim financial statements have been prepared in accordance with generally accepted accounting principles used in Argentina, approved by the Professional Council in Economic Sciences of the City of Buenos Aires (“CPCECABA”), and the regulations of the National Securities Commission (“CNV”). Amounts included in the notes to the interim financial statements are expressed in Argentine pesos, except as otherwise indicated. The interim financial statements for the six-month periods ended June 30, 2010 and 2009 have not been audited. The Company’s Management estimates that they include all adjustments necessary to present fairly the results for each period. The results for the six-month periods ended on June 30, 2010 and 2009 do not necessarily reflect a proportionate portion of the Company’s results for the full years. As indicated in Note 1, the provisions of the Law on Economic Emergency and Exchange System Reform and other regulations issued after December 31, 2001, primarily those relating to the devaluation of the Argentine peso and the amendments to the Concession Contract originally entered into with the Argentine Government, have had an adverse impact on the economic and financial condition of the Company. With respect to the depreciation of the peso, the Company has recorded and records a significant liability in foreign currency which has generated losses for Ps. 43,325,022 in the six-month period ended on June 30, 2010. Although the great efforts made did not reflect concrete results, the Board of Directors still considers that the ongoing dealings to renegotiate the Concession Contract will finally result in the conclusion of the so desired restoration of the economic-financial equation of the Concession Contract and that the ongoing restructuring process of the financial debt shall conclude successfully in the short term. Consequently, special attention will be given to both the evolution of the peso-dollar parity and the evolution of the processes of contract renegotiation and of restructuring of the financial debt and its effects on the results and the shareholders’ equity of the Company which, as it has been mentioned in Notes 1 and 9, is negative to the date of these quarterly financial statements.

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a) Basis of presentation (Cont’d) The accompanying interim financial statements were prepared assuming the Company will continue to operate as a going concern and do not include any adjustments to the recorded amounts of assets or to the recorded amounts or classification of liabilities which would be required if the Company were unable to realize its assets and satisfy its liabilities and obligations in the ordinary course of business. b) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. The management of the Company makes estimates to be able to calculate at a given time the recoverable value of assets, depreciation and amortization charges, provisions for contingencies, income tax charge and bad debt allowance. However, despite relying on the fact that the efforts devoted to restore the financial economic equation will be reasonably successful, it is not possible to foresee the final outcome of the Concession Contract renegotiation process or the future development of the Argentine economy or other factors affecting the course of the Company’s business. Consequently, future actual results may differ from those estimates and assessments made at the date these interim financial statements were prepared. c) Effects of inflation The Company’s interim financial statements have been prepared in constant currency recognizing the overall effects of inflation through August 31, 1995. In accordance with professional accounting standards and control authorities requirements, restatement of financial statements was discontinued from that date to December 31, 2001 because this was a period of monetary stability. As from January 1, 2002 and up to March 1, 2003 the effects of inflation were recognized due to the existence of an inflationary process. As from that date, restatement of financial statements has been discontinued according to CNV Resolution No. 441/03.

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c) Effects of inflation (Cont’d) This criterion is not in line with prevailing accounting standards that establish that financial statements must be restated up to September 30, 2003. If the effects of the variation in the currency’s purchasing power up to the date established by professional accounting standards effective in the City of Buenos Aires had been recognized, the Company’s shareholders’ deficit at June 30, 2010 would be of approximately Ps. 47,799,000 (Shareholders’ equity at December 31, 2009, approximately Ps. 13,926,600) and the loss for the six-month period then ended would total approximately Ps. 33,872,400 (approximately Ps. 97,718,000 (loss) for the six-month period ended June 30, 2009). The index used in restating the items in the above-mentioned financial statements was the domestic wholesale price index published by the National Statistics and Census Institute. d) Comparative information Balances at December 31, 2009 and for the six-month period ended June 30, 2009 disclosed for comparative purposes in these interim financial statements arise from the financial statements at those dates. e) Approval of financial information international rules The CNV ordered the application of Technical Resolution No. 26 of the Federación Argentina de Consejos Profesionales de Ciencias Económicas (Argentine Federation of Professional Councils in Economic Sciences) which adopts for entities included in the system of public offering mentioned in Law No. 17,811, whether for their capital stock or for their notes, or which may have asked authorization to be included in the abovementioned system, the international rules of financial information issued by the IASB (International Accounting Standards Board). The application of such rules shall be mandatory for the Company as of fiscal year commencing on January 1, 2012. On April 22, 2010, the Board of Directors approved the specific plan for the implementation of those standards and appointed the coordinator responsible for the IFRS adoption process.

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e) Approval of financial information international rules (Cont’d) In addition, with respect to the stage of completion of the different phases of the project, the following actions were taken: a) the key staff of the Company involved in the implementation of IFRS was identified; b) the training plan for key Company staff was launched; c) a training course was delivered to the members of the Board; and d) the coordinator responsible for the changes to be made to the Company’s information systems was appointed. f) Cash and banks and investments Available cash and bank current account balances have been valued as follows: - In Argentine currency: they have been stated at their face value. - In foreign currency: they have been stated at their face value and translated using the

exchange rate prevailing at the end of the period. Temporary investments in Mutual Funds, Time Deposits and Deposits in Savings Accounts have been valued in accordance with the money invested at the time of the transaction plus the pertaining quotation differences if appropriate and the financial results accrued on account of the interest rate agreed at such time. g) Receivables, other receivables and liabilities (except for bank and financial loans) The line item “Argentine Highway Concession Authority - Adjustment to toll rates to be collected”, represents toll rate adjustments, which under several agreements with the controlling authority before the enactment of Law No. 25,561, were not passed through to toll rates and, which must be collected by the Company from the Argentine Highway Concession Authority under the Concession Contract. These receivables are valued on the basis of the discounted value of the amount expected to be collected at due date, net of transaction costs, plus accrued interest at an estimated market rate determined at the time of their addition to assets. There are no balances pending for this item at June 30, 2010. The remaining items shown under “Receivables” are valued at the amounts to be collected at the agreed due dates, according to the conditions of the corresponding transactions, which do

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g) Receivables, other receivables and liabilities (except for bank and financial loans) (Cont’d) not differ significantly from the cash value estimated at the time of the transaction plus interest and implicit financial components accrued on the basis of the interest rate determined at the time of the respective transaction. The amounts disclosed under line “Financial debt restructuring costs” have been valued as mentioned in point h) hereinafter. Balances included in the lines items “Service rental receivable”, “Tax advances”, “Recoverable claims – La Construcción S.A.” and “Debtors” in “Other receivables” are valued on the basis of the best estimate of the amount receivable, discounted using the interest rate estimated at the time of their addition to assets. Deferred tax assets and liabilities have been valued at undiscounted value, including minimum notional income tax balances, except for payments on account of this tax made until June 30, 2006 which have been valued at their discounted values, net of the allowances that might correspond according to point 2) s) of this Note. Other receivables are stated at face value, plus interest accrued at period/year end, where applicable. Accounts payable and other liabilities, except for items disclosed under “Other liabilities” and “Provisions”, are valued at the amounts to be paid at the agreed due dates, according to the conditions of the corresponding transactions, which do not differ significantly from the cash values estimated at the time of the transaction plus interest and implicit financial components accrued on the basis of the interest rates determined at the time of the respective transaction. Other liabilities are valued on the basis of the best possible estimate of the amount to be paid at the agreed due dates discounted by applying the interest rate estimated at the time they are included under liabilities. Provisions are valued on the basis of the best possible estimate of the amount to be paid, discounted at the interest rate estimated at the time of their measurement. Interest rates used in the valuation of assets and liabilities are determined considering the market evaluations of the time-value of money and the specific risks of the corresponding transaction.

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h) Financial debt restructuring costs (disclosed under Other receivables, current) The costs incurred by the Company in the ongoing financial debt restructuring process mentioned in Note 11, have been capitalized in this line and shall be charged to income once said process is concluded together with the result arising from that process. i) Other assets Other assets are valued at acquisition cost, adjusted for inflation as mentioned in point 2) c) of this Note, if applicable, which does not exceed their recoverable value. j) Fixed assets Fixed assets are valued at acquisition cost, adjusted for inflation as mentioned in point 2) c) of this Note, less accumulated depreciation. Depreciation is computed under the straight-line method over the estimated useful lives of the assets. The value thus determined does not exceed their recoverable value. k) Investments in concession Investments in concession are valued at acquisition cost, adjusted for inflation as mentioned in point 2) c) of this Note, less accumulated amortization. The Company capitalizes interest on long-term construction works related to investments in concessions. Interest is capitalized during the construction period until assets are ready for their intended use. According to the Concession Contract, the Company is required to make mandatory investments in works during the concession term as further described in Note 6.a)1. Accordingly, the total costs incurred through March 31, 2010 (including capitalized interest), plus all other future estimated costs of completion are included within the amortizable cost of the investments in concession. Future costs are estimated on the basis of the replacement cost of the works to be carried out at year-end and/or the amount agreed with the Argentine Highway Concession Authority, whichever is greater. Estimated future costs, amount to Ps. 390,279,000 as of June 30, 2010. This estimate will be revised once the final conditions of the renegotiation of the Concession Contract are known.

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k) Investments in concession (Cont’d) Amortization of investments in the concession is calculated on the basis of multiplying total costs of the concession (including future estimated costs) by a coefficient calculated by dividing (a) the higher of actual or projected revenue for the period/year, by (b) the sum of (i) the higher of actual or projected revenue for the period/year, plus (ii) the projected revenue for the remaining term of the concession. Independent consultants perform vehicle traffic projections. The last projection was made on December 31, 2000, which contemplated the concession term and the toll rates as approved at that date. As a result of the situation explained in Note 1.1), this projection, used to determine the depreciation charges as of June 30, 2010 and 2009, should be revised once the final conditions of the renegotiation of the Concession Contract become known. As required by Argentine GAAP, any amendments to the Concession Contract that may result from its revision and that affect future estimated costs and vehicle traffic projections and any subsequent amendments to the Concession Contract or any new projections will be taken into account in the calculation of the amortization rate and/or the amortization charge, beginning in the year in which such amendment is made. In its evaluation of the recoverability of its assets, the Company has taken into consideration the requirements established by FACPCE, adopted by the CPCECABA, as well as CNV regulations in force at the date of these financial statements. The estimated cash flows used in determining the recoverable value of assets are calculated on the basis of the best information available to estimate the changes in the external factors that will affect the business during the concession term. This estimated, including discount interest rate, are made on the basis of macroeconomic and financial assumptions deemed to be reasonable. At the date of issue of these financial statements, we cannot foresee the scope and effect of the Concession Contract Review Instance, nor the future changes in national economy, which maintains a large number of possible scenarios. Particularly, the outcome of the renegotiations of the Company’s rates under the terms provided for in the applicable law will have a significant impact on the economic-financial condition of the Company.

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k) Investments in concession (Cont’d) In spite of the difficulties and delays encountered in the course of the current renegotiation process, as mentioned in Note 1.1), it is expected that the Executive Branch will comply with the provisions of the Sixth Amendment to the Concession Contract. Consequently, to estimate the recoverable value of assets at June 30, 2010 the Company’s management has taken into consideration in its income projections a change in the rates considering that the National Government will comply with the commitment undertaken in the CRA. Based on the above, the Company’s management believes that the premises used to prepare the future discounted cash flows are sound and reasonable in the light of the current macro-economic conditions and the expected reasonably successful results of the renegotiation of the Concession Contract. Consequently, management estimates that the value of the Company’s assets, as a whole, does not exceed their recoverable value, determined in accordance with the criteria and subject to the conditions describe above. l) Related parties This caption includes the balances for transactions conducted with Company shareholders and/or its subsidiaries or related companies and/or its branches in Argentina. Those balances have been valued based on the conditions agreed between the parties. m) Financial loans As of the decision to suspend interest payments related to Notes 2014 and 2017 (See Notes 1 and 11), said notes are valued in accordance with their issuance conditions (Principal par value plus interest and appropriate penalties accrued and estimated pursuant to contract rates). Until that decision was taken, the following valuation criteria were applied:

• Notes that generated inflows in the Corporation: discounted value of the sums to be paid using the internal rate of return determined when incorporated as liabilities, considering market assessments on time value of money and the specific risks of the transaction.

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m) Financial loans (Cont’d)

• Notes issued to replace the commitments assumed with holders of other series of notes which accepted the exchange thereof and, as such exchange did not represent total cancellation of debt: book value of the exchanged liability net of the costs related to the refinancing process plus the portion accrued from any difference between such value and the sum of the amounts to be paid upon expiration, estimated with the rate fixed at the initial measuring, basing on such and on the agreed conditions, net of the payments made.

The difference between the value of the debt on account of Notes resulting from applying the valuation criteria currently used and the value resulting from applying the criteria followed until the abovementioned suspension of payments and the commencement of the process of debt restructuring was charged to income in the last quarter of fiscal year 2009. n) Contingencies The Company has certain contingencies with respect to existing or potential claims, lawsuits and other proceedings. Unless otherwise specified, the Company accrues a provision for contingencies for a present obligation as a result of a past event, when it is probable that future cost could be incurred and that cost can be reasonably estimated. Generally, accruals are based on developments to date using available information and the opinion of internal and external legal counsel and/or tax advisors, if applicable. Disclosure is required of certain loss contingencies that do not meet the conditions for accrual. Disclosure is required of material loss contingencies that are probable but not reasonably estimable, and of those that are at least reasonably possible (but not probable) regardless of whether they are reasonably estimable. For loss contingencies that are reasonably possible (but not probable), disclosures regarding the nature of the contingency and the possible range of amounts are given in the notes to the financial statements. A remote contingency is one that is very unlikely to occur. Disclosure of a remote contingency is not required. However, even though there may be situations in which disclosures are not required, the management of the Company decided to disclose contingencies which are of an unusual nature and which disclosure gives useful information to users of the financial statements.

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n) Contingencies (Cont’d) The criteria applied for the setting up of allowances and provisions are the following: • Allowance for doubtful accounts: is based on management’s evaluation of various factors,

including the credit risk of customers, historical trends and other information. • Valuation allowance for tax loss carry-forwards and other tax credits: set up as explained

in point 2) s) of this Note. • Provision for lawsuits, renegotiations and other contingencies: set up to cover possible

labor, commercial and other contingencies that could arise from the Company’s obligations. In estimating their amounts and probability of occurrence, the opinion of the legal and tax advisors of the Company has been considered. Insurance coverage of the Company has also been considered.

The movements of these provisions and significant litigation to which the Company is a party have been disclosed in Exhibit E and Note 10, respectively. o) Advances from customers Represents funds collected in advance from third parties in charge of the exploitation of highway service areas, i.e. service stations and/or commercial activities (as authorized by the control authority) and are valued at the value actually collected, adjusted for inflation, if applicable, according to the criterion described in point 2) c) of this Note. p) Derivative financial instruments Derivative financial instruments are recognized at fair value, determined on the basis of the present value of cash receivable or payable, necessary to redeem the instrument at measurement date. At June 30, 2010, there are no operations with derivative financial instruments.

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q) Shareholders’ equity accounts Shareholders’ equity accounts are adjusted for inflation as mentioned in point 2) c) of this Note. Inflation adjustment of the “Common stock” column is disclosed in the “Inflation adjustment to common stock” column. As at June 30, 2010, the balance of this account has been totally used for the partial absorption of accumulated losses. r) Revenue and cost recognition Toll revenues, rentals of service areas, other operating income and their related costs, as well as other income and expenses, are charged to income on an accrual basis. Revenue on payments in advance for rentals of service areas is recorded based on monthly rentals of the respective contracts. s) Income Tax and Minimum notional income tax The Company calculates its taxable income following the procedure set forth in Article 74, Clause a) of Law No. 20628 (“Income Tax Law”). This procedure allocates to each tax year the gross profit resulting from applying the estimated gross margin for the entire project to the amounts collected during the year. Financial and other expenses for the tax year are also deducted to determine taxable income. As from fiscal year 2007, considering the provisions of the CRA, the Company has modified the tax profit margin applied until that date. The Company submitted the supporting documentation for that change to the Federal Administration of Public Revenue (“AFIP”). At the date of these financial statements, AFIP had not made any observations in this regard. For the purposes of determining taxable income, financial and other expenses for the year are deducted from the gross profit determined as indicated in the preceding paragraph.

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s) Income Tax and Minimum Notional Income Tax (Cont’d) In addition, the Company determined tax on minimum notional income (IGMP) by applying the current 1% tax rate to taxable assets at the end of the year. This tax is complementary to income tax. The Company’s tax liability will coincide with the higher of such taxes. However, if the tax on minimum notional income exceeds income tax during one tax year, such excess may be computed as a payment on account of the income tax to be generated in any of the next 10 fiscal years. Since the tax on minimum notional income, timely paid and capitalized by the Company, in theory is an integral part of the calculation of the deferred tax balances, as from the third quarter of fiscal year 2009, the related balances are shown with tax loss carry-forwards and other tax credits pending use subject to offsetting and/or deduction of future taxable income pursuant to current regulations, as indicated in the following tables. The changes and breakdown of assets and liabilities for deferred tax are set out below in the following tables: DEFERRED TAX ASSETS (LIABILITIES)

Tax loss carry-

forwards and other tax

credits (1)

Valuation allowance of

tax loss carry-forwards and

other tax credits (3)

Advance payments and other liabilities

(2)

Receivables and other

receivables

Subtotal

Ps.

Balances at the beginning of the year 153,622,149 (124,844,604) 19,053,803 (166,261) 47,665,087 Reclassification of opening balances 428,642 (428,642) - - - Variation in balances capitalized for IGMP for the period 2,864,979 - - - 2,864,979 Income tax for the period –(Expense) Benefit (3,029,507) 3,240,833 3,710,553 (2,104,760) 1,817,119 Valuation allowance of capitalized balances for IGMP (5) - (855,348) - - (855,348) Balances at the end of the period 153,886,263 (122,887,761) 22,764,356 (2,271,021) 51,491,837 DEFERRED ASSETS (LIABILITIES)

Subtotal

Investments in concession, fixed assets and others

(4)

Loans

Total Ps. Balances at the beginning of the year 47,665,087 (47,483,391) - 181,696 Variation in balances capitalized for IGMP for the period 2,864,979 - - 2,864,979 Income tax for the period – (Expense) Benefit 1,817,119 8,349,393 - 10,166,512 Valuation allowance of capitalized balances for IGMP (5) (855,348) - - (855,348) Balances at the end of the period 51,491,837 (39,133,998) - 12,357,839

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s) Income Tax and Minimum Notional Income Tax (Cont’d) (1) Include tax-loss carry forwards, IGMP, margin adjustment as per Section 74 of the Income Tax Law and other tax credits. (2) Include deferred tax assets upon revenue recognition (received vs. accrued) and accrued and other minor items. (3) See Exhibit E. (4) Corresponds to indirect expenses and capitalized interest and differences in the depreciation criteria. (5) Disclosed in line “Financial and holding results” (See Exhibit H)

As indicated in the above tables, the Company has recognized deferred tax assets for tax credits held, only if their future offsetting/deduction is probable, computing accordingly an allowance for the portion of those credits considered unrecoverable. That provision includes adjustments to the taxable income for approximately $ 40,500,000 resulting from application of section 74.

In order to assess their recoverability, the Company’s Board has considered in its projections that the Authorities will comply with all commitments undertaken as regards the restoration of the economic and financial conditions of the Concession Contract. In the last quarter of 2008, the enactment of Decree No. 2322/08, mainly as regards the partial recognition of the price variations in the Toll Rate Schedule to be applied as from January 2009 and the definition of a deadline for the Review Period, made probable the use/offsetting of certain tax credits pursuant to current tax regulations and accordingly were recognized. With the conviction that the Government would finally make some progress towards recognition of the pertinent rate adjustments, the assumptions considered after Decree No. 2322/08 remained in the first months of 2009. However, the delay in the renegotiation process, including the extension of the date agreed by the end of 2008 to conclude the Review Instanceinitially set for June 30, 2009 and then subsequently moved to April 30, 2010 and no transfers to rates of price variations, as established in the Agreement ratified by the Executive Branch Decree in March 2006 (nor even their partial or late transfer has implied and still does imply a need to constantly reconsider and adapt every assumption made at the date of each calculation. As no answer has been obtained in recent months according to the needs of the Company and commitments of the Grantor, added to the consequent deterioration of the Company’s financial condition, it was necessary to reconsider the parameters used when

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s) Income Tax and Minimum Notional Income Tax (Cont’d) assessing the recoverability of these tax credits, and thus from the third quarter of 2009, the provisions considered appropriate under the current circumstances have been recorded. In view of the above, the Company’s Board estimates that the assumptions made to assess the recoverability of those tax credits are reasonable in the light of those circumstances, and that they should be reassessed on the basis of the progress made and the conditions resulting from the ongoing financial debt restructuring and renegotiation processes. Income tax expense for the six-month periods ended June 30, 2010 and 2009 differed from the amount computed by applying the statutory income tax rate to pre-tax income as a result of the following: June 30 2010 2009 Ps. Ps. Income tax benefit at statutory income tax rate on pretax loss (15,871,294) (46,038,620) Permanent differences at the tax rate 8,945,615 7,512,423 Income tax benefit for the period (6,925,679) (38,526,197) (Decrease) Increase of the allowance for tax loss carry-forwards and other tax credits (3,240,833) 5,766,171 Income tax - benefit -for the period (10,166,512) (32,760,026)

Estimated total accumulated tax loss carry-forwards pending use at period end amount to Ps. 183,937,574 representing a tax credit of Ps. 64,378,151 using a 35% rate. Those tax loss carry-forwards could be offset against taxable income from future years according to their corresponding expiration dates until 2015. The Company has decided not to book the deferred tax liability arising from the effect of the adjustment for inflation on its investments in concession and fixed assets, which amounts to Ps. 223,249,180 in nominal values at June 30, 2010 (Ps. 228,629,610 at December 31, 2009).

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s) Income Tax and Minimum Notional Income Tax (Cont’d) Had such liability been booked, the allowance for tax loss carry-forward and other tax credit impairment would have been reduced by Ps. 63,515,616 (Ps. 54,852,134 at December 31, 2009), and consequently, the net deferred tax liability at the end of the period would have increased by Ps. 159,733,564 (Ps. 161,945,575 at December 31, 2009). It is estimated that this net liability will be reversed according to the following detail:

6.30.10 12.31.09

Year of reversal Ps. 2010 - - 2011 - - 2012 - - 2013 3,844,876 8,552,887 2014 20,359,587 20,033,601 2015 20,963,372 20,627,719 2016 21,586,577 21,240,945 2017 22,227,411 21,871,519 2018 22,892,018 22,525,484 2019 23,576,971 23,199,470 2020 24,282,752 23,893,950 Total 159,733,564 161,945,575

t) Calculation of Loss per share Loss per share was calculated using the weighted average number of outstanding ordinary shares during the periods ended on June 30, 2010 and 2009.

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NOTE 3 - BREAKDOWN OF CERTAIN SIGNIFICANT ACCOUNTS June 30,

2010 December 31,

2009 Ps. Ps. BALANCE SHEETS CURRENT ASSETS a) Receivables

Services or trade receivables Accounts receivable – Toll 21,539,602 19,387,799 Less: Allowance for doubtful accounts (Exhibit E) (2,142,001) (2,042,001) 19,397,601 17,345,798 Argentine Highway Concession Authority - Adjustment

to toll rates to be collected (Note 2) g)) - 532,470 19,397,601 17,878,268

b) Other receivables

Service rental receivable 2,472,621 2,037,521 Prepaid insurance 313,560 1,025,838 Prepaid taxes 280,471 234,212 Tax advances 141,365 653,311

Advances to personnel 230,592 193,210 Debt restructuring costs 6,789,745 622,308 Judicial Attachments 2,293,720 - Advances to suppliers 741,252 262,255 Advances to Directors and Syndics 132,300 253,800 Debtors 1,033,242 795,012

14,428,868 6,077,467 c) Other assets

P.A.S.E. (*) 2,467,254 2,134,035 (*) Spanish acronym for the Company’s automated toll-collection method

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NOTE 3 - BREAKDOWN OF CERTAIN SIGNIFICANT ACCOUNTS (Cont’d) June 30,

2010 December 31,

2009 Ps. Ps. BALANCE SHEETS (Cont’d) NON-CURRENT ASSETS

d) Other receivables Tax advances 172,264 172,264 Service rental receivable 2,769,738 2,052,560 Prepaid taxes 1,771,318 1,458,901 Recoverable claims - La Construcción S.A. 159,840 159,840 Debtors 134,731 134,731 Others 64,164 64,164

5,072,055 4,042,460 e) Other assets

P.A.S.E. (*) 4,638,551 3,961,015 Materials and spare parts 2,334,129 1,989,801

6,972,680 5,950,816 CURRENT LIABILITIES f) Accounts payable

Suppliers (1) 11,263,312 7,539,030 Argentine Highway Concession Authority - Rounding of rates 78,451 33,008 Related parties (Note 4 and Exhibit G) 10,482,405 10,133,080

21,824,168 17,705,118 (*) Spanish acronym for the Company’s automated toll-collection method (1) Includes balances in foreign currency for Ps. 8,075,137 and Ps. 6,342,525 at June 30, 2010 and December 31, 2009, respectively (Exhibit G).

36


NOTE 3 - BREAKDOWN OF CERTAIN SIGNIFICANT ACCOUNTS (Cont’d) March 31,

2010 December 31,

2009 Ps. Ps. BALANCE SHEETS (Cont’d) CURRENT LIABILITIES (Cont’d)

g) Loans

Notes (Note 8 and Exhibit G) 1,304,267,325 1,213,785,489

h) Taxes payable Value Added Tax 4,993,449 5,367,630 Turnover tax 1,049,602 1,574,768 Turnover Tax - GR No. 1489 281,310 281,310 Other taxes 3,292,527 5,402,844 9,616,888 12,626,552

i) Other liabilities Court Fees - Out-of-Court Restructuring Agreement 575,156 575,306

NON-CURRENT LIABILITIES

j) Accounts payable

Suppliers (1) 5,189,431 4,835,656 Related parties (Note 4 and Exhibit G) 20,110,635 14,542,347

25,300,066 19,378,003 k) Taxes payable Turnover tax – GR No. 1489 1,539,294 1,602,375 Other taxes 133,884 -

1,673,178 1,602,375 l) Other liabilities

Court Fees - Out-of-Court Restructuring Agreement 1,492,599 1,723,668 June 30,

2010 June 30,

2009 Ps. Ps. STATEMENT OF OPERATIONS m) Income from the repurchase of certain financial liabilities

2017 Notes - 1,236,750

37

AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1585403 NOTES TO THE INTERIM FINANCIAL STATEMENTS as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated)

NOTE 4 - TRANSACTIONS WITH RELATED PARTIES The balances held at June 30, 2010 and December 31, 2009 and transactions carried out in six-month periods ended June 30, 2010 and 2009, are as follows: a) Balances June 30, December 31, 2010 2009 Ps. Ps. LIABILITIES CURRENT LIABILITIES Accounts payable

In current account Iglys S.A. 1,310,202 1,266,540 Dragados S.A. 982,750 950,000 Dycasa S.A. 1,010,874 947,214 Abertis Infraestructuras, S.A. 7,178,579 6,969,326

10,482,405 10,133,080

NON-CURRENT LIABILITIES Accounts payable

In current account Abertis Infraestructuras, S.A. 9,100,524 4,568,239 Iglys S.A. 5,187,875 4,834,206 Dragados S.A. 3,891,295 3,626,017 Dycasa S.A. 1,930,941 1,513,885

20,110,635 14,542,347

b) Transactions

June 30,

2010 2009 Name of the company: Abertis Infraestructuras S.A.

Technology transfer fees - Cost 3,965,372 3,758,416 Dycasa S.A. Technology transfer fees - Cost 309,962 293,784

Contracts with Directors See information in Note 5

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NOTE 4 - TRANSACTIONS WITH RELATED PARTIES (Cont’d) b) Transactions (Cont’d) In addition to the abovementioned, the balances maintained with related parties have generated financial results as follows:

Iglys S.A. Dragados S.A. Dycasa S.A.

Abertis Infraestructuras,

S.A.

$

Interest and Exchange difference accrued on

loans as of 6.30.10 - Loss 397,332 298,028 158,011 776,165

Interest and Exchange difference accrued on

loans as of 6.30.09 - Loss 768,715 576,593 242,979 963,417 In 1997, the Company has entered into a management agreement with Aurea Concesiones de Infraestructuras S.A. (currently Abertis Infraestructuras S.A.) - Dycasa S.A. U.T.E. and a contract of technical assistance with the Argentine branch of Aurea (currently Abertis Infraestructuras S.A.). In July 2005, the Company, Abertis Infraestructuras S.A. and Dycasa S.A. decided to terminate both contracts. Furthermore, the Company agreed to pay an indemnification as long as the DEBT/EBITDA ratio of the Company is equal to or less than 4.5 measured in accumulated quarters. If this ratio is accomplished, the Company undertook to pay a sum equivalent to 4% of the income (92.5% to Abertis Infraestructuras S.A. and 7.5% to Dycasa S.A.) corresponding to the twelve months immediately preceding the said accomplishment. In view of the current situation of the Company as reported in Note 1, compliance with the required DEBT/EBITDA ratio is unlikely. Furthermore, the uncertainty arising from unawareness of the conditions under which the Concession Contract will be renegotiated with the National Government does not allow assessing on an objective basis when such ratio will be complied with, and consequently whether the conditions precedent that would give rise to the obligation will materialize in the future. Therefore, in accordance with the criterion described in Note 2) n), no liabilities for this item have been recorded.

39


NOTE 4 - TRANSACTIONS WITH RELATED PARTIES (Cont’d) b) Transactions (Cont’d) In addition to the contracts entered into with members of the Board of Directors mentioned in Note 5, in July 2005, the following agreements have been signed with related parties (approved by the Company’s Board of Directors on August 8, 2005):

• With Abertis Infraestructuras S.A.: for technical assistance in functional areas and highway management. At this date, this fee amounts to US$ 2,040,500.

• With Dycasa S.A.: for technical assistance in civil construction work and highway preservation. At this date, this fee amounts to US$ 159,500.

The fees stipulated in these two contracts may be increased from one year to the next based on duly documented higher costs incurred compared with those of the previous year. This increase shall in no case exceed the Company’s toll rate increase, using as the basis for the calculation the variation in the toll rate during the previous year. In all cases, these fees are subject to the payment limits set forth under the terms and conditions of the Company’s outstanding Notes. NOTE 5 - CONTRACTS ENTERED INTO WITH DIRECTORS OF THE COMPANY On December 23, 2008 the Company entered into a new agreement with the law firm Fornieles Abogados, for the provision of corporate advisory and legal counsel to the Company. The agreement provides for a fixed monthly fee of Ps. 42,180 plus VAT. Further, that law firm is the Company’s legal advisor on the financial debt restructuring process mentioned in Note 11. Mr. Francisco José Fornieles (Alternate Director) is a partner of this law firm. Total amount of fees and expenses for the six-month period ended June 30, 2010 amounted to Ps. 431,421 (Ps. 451,354 at June 30, 2009) and are included under “Fees for sundry services” in Exhibit H, with Ps. 80,436 pending payment at that date (Ps. 75,105 at December 31, 2009), which have been shown under “Accounts payable”.

40


NOTE 6 - LICENSEE’S RIGHTS AND OBLIGATIONS a) The Company has undertaken the following: 1. Execution of works The Company carried out in a timely and proper manner the contractual works of the first stage that enabled the collection of tolls. After that and in relation to the works of the second stage, the ones foreseen in the original contract and its amendments are being carried out according to the new Works Plan that was adopted after the changes introduced unilaterally to the Concession Contract with the enactment of Law No. 25,561. The Sixth Amendment to the Concession Contract mentioned in Note 1, still subject to the approval of the Executive Branch, provides for a new Works Plan, which should be reassessed in the course of the revision of the Concession Contract. Faced by the Company’s need to postpone the execution of certain works that were not essential for security reasons until the above contract was renegotiated, the Argentine Highway Concession Authority imposed fines in abeyance for approximately Ps. 2.9 million (currently indexed to Ps. 9.4 million). Notwithstanding the above, in view of the provisions of the current Agreement on “Penalties”, it is understood that, once the review period is completed and the parties execute a revised Concession Agreement, the Argentine Highway Concession Authority should issue resolutions revoking any the fines attributable to the failure to perform works by reason of the Economic Emergency. With regard to alleged non-compliance with maintenance and preservation requirements in specific sections of the highway, since the declaration of economic emergency in January 2002 until the date of these interim financial statements, the Company received several Verification Statements from the Argentine Highway Concession Authority. The Company has submitted and will submit administrative claims objecting to those Statements. Of the total Statements drawn up since the beginning of the concession, fines were imposed by the Argentine Highway Concession Authority for approximately Ps. 6.2 million (Ps. 2.1 million of which were paid at the date of these financial statements), against which the Company has filed administrative appeals.

41


NOTE 6 - LICENSEE’S RIGHTS AND OBLIGATIONS (Cont’d) a) The Company has undertaken the following: (Cont´d)

1. Execution of works (Cont’d)

As mentioned before in Note 1, the Sixth Amendment to the Concession Contract identifies specific penalties imposed by the Argentine Highway Concession Authority that will be included in the Company’s financial and economic plan as part of the renegotiated concession agreement. Upon the execution of a final, revised concession agreement, the Company would withdraw its appeals and administrative challenges against those specific penalties. 2. Corporate matters 2.1. Because the first five years of the concession have elapsed, the Company’s ownership structure can be modified with the prior approval of the competent authority. 2.2. Any amendment to the Company’s Bylaws shall be approved by the competent authority.

2.3. The shares, which in accordance with the provisions of the Concession Contract, had been transferred in trust by the original shareholders, were released and returned to such shareholders following the APE, except for the shares corresponding to Sideco Americana S.A., which remain in the trust.

2.4. Neither the Company nor its shareholders, directors or employees may, in their own name or through third parties, purchase the shares offered in stock markets or the shares of other operating concessions included in Resolution No. 1485/92 of the Ministry of Economy and Public Works and Utilities.

These restrictions may be lifted if so authorized by the Concession Contract enforcement authorities. 2.5. At June 30, 2010, the Company’s shareholders are as follows:

Shareholders Nationality Capital Votes % Abertis Infraestructuras S.A. Spain 31.59 49.92 Impregilo International Infrastructures N.V. Holland 19.82 24.04 Dycasa S.A. Argentina 5.83 7.48 ACS Actividades de Construcción y Servicios S.A. Spain 5.72 6.04 Shares that remain in trust as indicated in the above point 2.3. which must be released in favor of Sideco Americana S.A. Argentina 7.00 2.37 Shares placed on the Buenos Aires Stock Exchange 30.04 10.15 100.00 100.00

42


NOTE 6 - LICENSEE’S RIGHTS AND OBLIGATIONS (Cont’d) a) The Company has undertaken the following: (Cont´d) 2. Corporate matters (Cont’d) 2.6. The Company has entered into a contract with Caja de Valores S.A. to allow the latter to manage the registration of all the Company’s book-entry shares. 3. Performance Bond In order to secure the performance of the obligations and the maintenance, repair, preservation, operation and administration of the concession and recovery of the assets upon its expiration, the Company maintains an unconditional and irrevocable bond in favor of the Argentine government for Ps. 71.4 million. Said bond is updated in accordance with the CRA. The Company considers such section shall be reviewed and amended in the Integral Review Period. 4. Assets 4.1. The Argentine government makes available to the Company the land and assets that form the Highway. The Argentine government retains title to such land and assets, having transferred their possession and custody to the Company. 4.2. The Company manages the assets awarded with the concession and those it acquires or builds. The Company acts as agent with the broadest powers. This agency for the management of the assets involved in the operations is irrevocable during the life of the concession. 4.3. Upon the expiration of the concession, the Company shall transfer to the Argentine government all the assets involved in the concession, whether transferred with the concession or acquired or built during the term thereof. Said transfer includes facilities, systems and equipment for traffic control and for toll collection. 5. Insurance The insurance coverage taken out by the Company is as follows:

43


NOTE 6 - LICENSEE’S RIGHTS AND OBLIGATIONS (Cont’d) a) The Company has undertaken the following: (Cont´d) 5. Insurance (Cont’d) 5.1. Civil liability insurance against any damages, losses or injuries that might affect assets or individuals due to any action related to the fulfillment of the Company’s obligations under the concession, for an amount of US$ 12 million. 5.2. Labor risks, provided under section 2 of Law No. 24,557, for all personnel employed by the Company, its agents, contractors or subcontractors. 5.3. All assets received and those replacing, extending or improving such assets, as well as assets applied to supplementary activities at first absolute liability amounting to Ps. 110 million against total and partial damage, theft, fire and other disasters. 5.4. Life insurance for all its personnel, contractors or subcontractors. 6. Public utility obligation. Traffic The Company must maintain the continuous operation of the Highway, except for events of force majeure. The Company is not authorized to stop the traffic and public authorities must supervise enforcement of the General Road and Street Traffic Regulations in effect in Argentina, in accordance with the powers granted to it. b) In consideration for the Company’s obligations under the concession, the Company: 1. Collects the applicable rate exclusively from the users of the toll road (See Note 1). 2. Collects revenues derived from the operation, by itself or third parties, of service areas and

for other commercial operations, with the Argentine Highway Concession Authority’s authorization.

44


NOTE 7 - RESCISSION OF AGREEMENT AND TERMINATION OF CONCESSION Pursuant to the original Concession Agreement, the termination of the concession will result in the following: - Termination for cause attributable to the Company a) Termination of the concession with the consequent loss of the performance bond mentioned

in Note 6.a), and termination of the rights of the Company or of its affiliated companies to perform complementary activities or rent service areas;

b) The Argentine government will indemnify the Company in cash for its investments in

assets, the performance of works and construction of facilities. This amount will also include the unamortized investment made and financial costs incurred by the Company for assets, works and facilities. No indemnification will be paid for loss of profit. Said financial cost shall not exceed the on-year US prime lending rate plus two hundred basis points. Likewise, this amount will include the value of equipment, tools, facilities, devices and other work tools necessary for the operation of the Highway and the value of the stored and ordered materials. The Company shall neither collect any other amount nor be entitled to any other compensation that might arise from the termination of the concession due to its own fault;

c) The following amounts will be deducted from the indemnification: (a) cost of necessary repairs of construction defects, (b) necessary expenses incurred by the Argentine government to continue the construction and/or operation of the Highway, (c) the higher construction costs due to disruption of works and, (d) 20% of the balance of the indemnification, as penalty.

The CRA, ratified by the Executive Branch through Decree No. 296/06, governs the manner of recording investments through a modification of Clause 17.9 of the Concession Contract, setting the guidelines to record the investments made in constant currency on the basis of applying the corresponding coefficients. - Termination without cause Under the terms of the agreement and in accordance with Resolution No. 67/98 issued by the Ministry of Economy and Public Works and Utilities, the Argentine government may only decide to redeem the concession early under exceptional circumstances, exclusively for the reasons set forth in section 15, clause 7. a) VIII of Decree No. 1105/89, which regulate Law No. 23,696, and paying the Company the following indemnification:

45


NOTE 7 - RESCISSION OF AGREEMENT AND TERMINATION OF CONCESSION (Cont’d)

- Termination without cause (Cont’d) Under the terms of the agreement and in accordance with Resolution No. 67/98 issued by the Ministry of Economy and Public Works and Utilities, the Argentine government may only decide to redeem the concession early under exceptional circumstances, exclusively for the reasons set forth in section 15, clause 7. a) VIII of Decree No. 1105/89, which regulate Law No. 23,696, and paying the Company the following indemnification: a) Prior to redemption of the concession, 85% of the value of unamortized investments in

assets, works and facilities performed and financial costs (which shall not exceed the one-year U.S. prime lending rate plus two hundred basis points) and of equipment, tools, facilities, devices, stored and ordered materials and other tools necessary for the operation of the Highway;

b) Upon the final liquidation of the concession, the remaining 15%; c) Additionally, the Company will receive an amount equal to 6% of the amortized investment

in assets, works and facilities as damages for lost profits. NOTE 8 - NOTES There are two series of outstanding Notes issued by the Company, both of them governed by the Law of the State of New York, United States, unsecured and not convertible into shares, as indicated below: a) Notes due 2014, issued pursuant to the restructuring process of the Company’s the

unsecured bank and financial liabilities that concluded on June 15, 2004 (the “2004 Pre-Packaged Insolvency Plan” or the “2004 APE”).

b) Notes due 2017, issued pursuant to a refinancing transaction settled on May 23, 2007.

46


NOTE 8 - NOTES (Cont’d) The main characteristics of the Company’s outstanding Notes, including in the restructuring process of the financial debts mentioned in Notes 1 and 11, are as follows:

Description Notes due 2014 Notes due 2017 Maturity Date June 15, 2014. May 23, 2017.

Interest (annual rate)

From 06.15.04 to 06.15.06: 3.00%. From 06.15.06 to 06.15.10: 3.50% From 06.15.10 to 06.15.14: 5.00%. Payable quarterly.

11.5%, payable semi-annually.

Mandatory Redemption

Partial semi-annual settlements, as indicated below:

From 06.15.10 to 12.15.13: 6.25% On 15.06.14: 50%

Annual settlements, as indicated below:

From 05.23.12 to 05.23.14:16 2/3 %

Optional redemption

a) Redeemable fully or partially after the due date or prior to the redemption of the 2009 Notes, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest and additional sums, if any, at the redemption date. b) In certain circumstances, fully but not partially, at redemption price equal to 100% of the principal amount, plus accrued and unpaid interest and additional sums, if any, at the redemption date, as a result of certain amendments to the Argentine tax laws.

a) At any time before 05.23.10, up to 35% of the principal amount at a redemption price of 111.50% of their principal amount, plus accrued and unpaid interest, and additional sums, if any, until the redemption date, with the net proceeds in cash from one or more public or private placements (not to the majority shareholders) of the Company’s capital. b) At any time before 05.23.12, they may be redeemed fully or partially, at a redemption price equal to the aggregate of (i) 100% of their nominal value, plus (ii) the applicable premium (the higher of (a) 1% of the nominal value at the redemption date, and (b) the excess of the present value on that redemption date of the redemption price on May 23, 2012 (see redemption prices in point c) below) plus all remaining interest payments required until May 23, 2012, computed at a discount rate equal to the rate applicable to the US Treasury notes plus 50 basis points), plus (iii) accrued and unpaid interest and additional sums, if any, at the redemption date.

c) On 05.23.12 or on any subsequent date, redemptions may be made fully or partially, at the redemption prices (expressed as a percentage of the principal amount outstanding at May 23, 2012) mentioned below, plus accrued and unpaid interest and additional sums, at the respective redemption date, if they were redeemed during the period of twelve months commencing May 23 of the years indicated below: 2012: 105.75% 2013: 103.833% 2014: 101.917% 2015 and subsequent years: 100% d) In certain circumstances, fully but not partially, at redemption price equal to 100% of the principal amount, plus accrued and unpaid interest and additional sums, if any, at the redemption date, as a result of certain amendments to the Argentine tax laws.

47


NOTE 8 - NOTES (Cont’d)

Description Due 2014 Due 2017 Repurchase They may be purchased at any time on the over-the-counter market, through a private offering or contract, at any price, and be

delivered to the trustee for their cancellation.

Change of control

In the event of a Change of Control of the Company, under the terms defined in the Indenture, a purchase offer must be made for any outstanding notes at 101% of the amount of outstanding principal plus accrued and unpaid interest at the date of purchase.

Revocation of the Concession

If the concession is revoked, the Notes shall be immediately due and payable, and shall be redeemed at 100% of their principal amount, plus accrued and unpaid interest and additional sums, if any.

Negative covenants

The terms and conditions of the Notes impose certain limitations on the Company’s ability to incur additional indebtedness or set up encumbrances, make payments in relation to its capital stock and merge with or into any other legal entity, sell, rent, transfer or otherwise dispose of substantially all of its assets or property. These limitations are subject to a number of important reserves and exceptions.

Restriction on dividends

No dividends shall be declared or paid and no other payment or distribution shall be made on account of or with respect to equity interests (except for stock dividends) considered as “Restricted Payments”, unless such payment, when made, meets the conditions required under clause 4.15 of the Indenture to allow restricted payments.

No dividends shall be declared or paid and no other payment or distribution shall be made on account of or with respect to equity interests (except for stock dividends) considered as “Restricted Payments”, unless such payment, when made, meets the conditions required under clause 4.05 of the Indenture to allow restricted payments.

Listing Authorized for their listing and/trading with the BCBA and the MAE. The Notes due 2017 are authorized for listing and/or trading on the Luxemburg Stock Exchange.

Acceleration of amounts due

If any of the events of default listed under the Indenture should occur, the holders of at least 25% of aggregate principal amount of the outstanding Notes, or the trustee at the request of holders of at least 25% aggregate principal amount of the outstanding Notes may declare all outstanding amounts due and payable, including accrued interest and any other amount due, by serving written notice to the Company, except in the cases mentioned specifically in the Indenture, which do not require prior written notice or any other act of the holders or of the trustee to accelerate payment of the Notes (creditors’ arrangement, bankruptcy, termination of the Concession Contract, etc.).

Trustee The Bank of New York (as successor of J. P. Morgan Chase Bank) HSBC Bank U.S.A.

48


NOTE 8 - NOTES (Cont’d) By virtue of certain events, debts are accelerated with no need of any act or statement whatsoever by the holders. As of June 30, 2010, the Company’s total indebtedness under these Notes was as follows:

Notes Total In US$ In Ps. Notes due 2017 Principal 154,528,000 607,449,568 Unpaid interest - due date 11.23.09 and 5.23.10 17,770,720 69,856,700 Accrued interest (including penalties) 2,610,075 10,260,203 Subtotal 174,908,795 687,566,471 Notes due 2014 Principal 142,971,701 562,021,758 Unpaid principal - due date 6.15.10 9,531,447 37,468,117 Unpaid interest - due date 12.15.09, 3.15.10 and 6.15.10 4,003,208 15,736,609 Accrued interest (including penalties) 375,061 1,474,370 Subtotal 156,881,417 616,700,854 Total debt based on original contractual terms and conditions 331,790,212 1,304,267,325

In view of the critical economic and financial condition that the Company is undergoing as reported in Note 1, the Board of Directors approved the drafting of a proposal to the holders of Notes in order to define a new financing structure, including maturities as from November 23, 2009. This proposal was submitted to the market on January 12, 2010, and after several modifications and extensions to the offer due date, it expired on August 9, 2010 (See Note 11). Pursuant to the accounting standards in force and the International Accounting Standard No. 1, supplementary application, when one or more provisions contained in a long term loan agreement are breached and the lender may ask for the acceleration of liabilities or when the debts in respect of which the restructuring process is not at the discretion of the Company but depends on the acceptance of the lenders, the liabilities falling in such category shall be classified as current liabilities. Therefore, the financial debt arising in connection with the Notes issued by the Company has been disclosed as current liabilities.

49


NOTE 9 - RESTRICTIONS TO THE PAYMENT OF DIVIDENDS a) As at December 31, 2009, accumulated losses exceeded 50% of the capital stock and the Company. Furthermore, the losses generated in this period led the Company to record a shareholders’ deficit in the six-month period ended June 30, 2010. As it was already mentioned in Note 1.2, the Ordinary and Extraordinary Meeting of Shareholders held on last April 22, 2010 was adjourned until May 21, 2010 and, consequently, postpone the consideration of the measures to be adopted to that effect, considering that it was advisable to wait for the evolution of the process of financial debt restructuring and the newness that may arise regarding the culmination and execution of the Review Period. On May 21, 2010, once the meeting with the shareholders was resumed, it was unanimously decided to continue with the negotiations entered into with: a) the holders of the outstanding Corporate Bonds; and b) the Argentine Government. Further, it was decided that, since the shareholders understood that the Company’s equity should be restored as a result of the processes mentioned in points a) and b) above, provided that if those processes had not progressed in such a way towards a satisfactory restoration, the Company’s Board of Directors should adopt all the pertinent measures in the light of the Company’s financial condition and call a Shareholders’ Meeting to consider those decisions. As indicated in Note 11, once those authorizations have been granted and the voluntary out-of-court exchange of Outstanding Corporate Bonds been performed, the transaction will be completed and its accounting effects recognized. The decrease in Company’s financial liabilities and the resulting income to be recorded, net of restructuring costs and income tax effects will allow the Company to reverse the currently shareholders’ deficit, and thus no longer being encompassed by the regulations of the Commercial Companies Law concerning capital stock. b) In relation to the restriction to the distribution of dividends, in addition to those mentioned under Note 8, according to provisions of the Argentine Business Entities Law No. 19,550, the Company must allocate 5% of realized and liquid profits for each fiscal year (including prior years adjustments and other transfers to unappropriated retained earnings) to the Legal Reserve (not available for distribution during the life of the Company) until such reserve

50


NOTE 9 - RESTRICTIONS TO THE PAYMENT OF DIVIDENDS (Cont’d.) reaches 20% of the capital stock. The Legal Reserve timely set up by the Company for $ 15,791,434 was fully used to absorb partial accumulated losses at December 31, 2008. It is worth mentioning that by virtue of the provisions of General Resolution No. 576 of the National Securities Commission dated July 1, 2010, the restoration of the legal reserve used to absorb accumulated losses shall be made in absolute terms as from the first year in which income is recorded and prior to the setting up a legal reserve for the year. If after the restoration there is a remaining balance of such income, at least 5% of this balance should be allocated to the setting up of the legal reserve for that year. In both cases, the 20% cap of the corporate capital plus the capital adjustment account balance, if any, is to be considered. When dividends paid exceed the aggregate taxable income generated under Argentine income tax law, 35% over such excess will be withheld as final and full payment. NOTE 10 - CONTINGENCIES a) Liabilities that could arise from the final resolution of the situations described below,

bearing in mind the considerations raised therein, as well as the final outcome of other pending legal and out-of-court proceedings, mainly of a labor and commercial nature, have been taken into account in determining the balance of the “Provision for lawsuits, renegotiations and other contingencies” account. In the opinion of the Company’s Board of Directors and its advisors, at the date of these financial statements no elements existed showing that other contingencies in addition to those included in the above Notes 2, 4 and 6 a) 1. could materialize and have an adverse impact on the financial statements.

b) On August 30, 2006, by means of Inspection Resolution No. 0064654, the AFIP informed

the Company of the debt assessment for contributions to the Social Security system corresponding to an alleged difference in the tax rate for failure to apply section 2 subsect a) of Decree No. 814/01. That tax claim covering the period August 2001 through May 2006 amounts to Ps. 2.0 million and Ps. 1.1 million for principal and compensatory interest, respectively.

The Company’s criterion is that Section 2 subsect a) of Decree No. 814/01 is not applicable since its activity is the exploitation of a concession for public works or construction rather than utilities or services, and that the AFIP’s action contradicts its prior

51


NOTE 10 - CONTINGENCIES (Cont’d) position in several precedents, where it acknowledged that, for the purposes of VAT, Income Tax and social security rates the Company’s activities are those of “Construction”. Consequently, the Company and its legal counsel consider the AFIP’s claim is null, and void (Section 14 of National Law of Administrative Procedures), having challenged the assessment of the debt, in the terms of section 11 of the Law 18820, which was denied. In this regard, in August 2008, the Company filed a motion for review and on September 29, 2009, the Company was served notice of Resolution No. 546/09, by which the motion for review was set aside.

This Resolution was appealed before the Social Security Court (a decision is still pending from that Court) for which a bond of $ 4.7 million had to be posted (amount of the claim restated to that date) to authorize the proceedings upon the application of the principle “solve et repete” in the procedure.

Finally, on November 23, 2009, the AFIP (Federal Administration of Public Revenue) gave notice to the Company of the assessment of a pecuniary penalty in the amount of around $1.4 million in relation to the alleged differences as above mentioned which was challenged on December 17, 2009. A motion for the review was filed on July 28, 2010 against the decision issued through Resolution No. 82/10 to set aside the challenge filed. The motion has not been solved at the date of issue of these quarterly financial statements.

Company’s tax and legal advisors are of the idea that the Company has reasonable ground to succeed in the defense of its position in relation with the arguments used by the AFIP to support its claim.

52


NOTE 10 - CONTINGENCIES (Cont’d) c) Issues relating to Gross Turnover Tax in the Province of Buenos Aires and in the

Autonomous City of Buenos Aires: (1) As a consequence of a process of the year 2003, commenced by (at that time) Dirección Provincial de Rentas from Buenos Aires Province (“DPR”) and after the several stages of the process have elapsed, on October 30, 2009, the Company was served notice of the assessment and offset carried out by the Tax Authorities. A net amount of $0.2 million finally resulted in favor of the Company for the period between the years 1995 and 1998. This calculation was approved by the Tax Court of Appeals on May 20, 2010, bringing the case recording back to the DPR. Furthermore, the Company petitioned the DPR to update this balance. Said updating has not been carried out to the date hereof. On June 18, 2009, the Company filed a claim with the Administrative Litigation Court of the Province of Buenos Aires, requesting the application of the statute of limitations for gross turnover taxes corresponding to fiscal years 1994 to 1996. (2) Due to a debt assessment (for considering some revenues out of the Multilateral Agreement) carried out by the Dirección General de Rentas from Buenos Aires City (“DGR”) in 2002, acknowledged in April 2009, on July 2009, the Company started a plan of easy payment terms ruled by Resolution No. 1489 MHGC (Ministry of Economy of the City). Adhering to said payment system, for a total amount of $3.0 million to such date, did not imply conformity with the claim from the tax authorities regarding amounts or included concepts. On September 15, 2009, the Company filed a claim with the First Instance Administrative Litigation Court of the City of Buenos Aires, requesting that the DGR’s resolution be declared null and void, the application of statutes of limitation to the DGR’s claim and the reversal of the fine due to the excusable error of the Company.

53


NOTE 10 - CONTINGENCIES (Cont’d) d) The Company is currently in dispute with electricity distributors Edenor and Edesur,

which claim the recategorization of the highway and front roads lighting from the public lighting rate (T1AP) to commercial rates (T2 and T3), arguing that consumption exceeds the limit assigned to the first of the rates mentioned. In the Edenor case, the Company’s arguments are based on the direct appeal filed by Edenor S.A. against Resolution Nº 566/99 of the Secretary of Energy, before Chamber V of the Federal Administrative Litigation Court. The Secretary of Energy has also appeared before such court to defend the legitimacy of its Resolution. On June 28, 2008, the Company was served notice of a ruling issued by the Court of Appeals, whereby judgment was entered for Edenor and thus against the Company’s interests and those of the Secretary of Energy. The decision was appealed by the Company and the Secretary of Energy before the Argentine Supreme Court of Justice. On June 27, 2008, Edenor filed a motion for execution of judgment, against which the Company filed a reply on July 16, 2008 requesting its dismissal. On February, 2009, the Company was notified of the unanimous decision of the Court of Appeals: a) granting the appeal before the Argentine Supreme Court; and b) dismissing Edenor’s request for execution of judgment. At the date of issuance of these financial statements, the case is being analyzed by the Members of the Argentine Supreme Court. There is a report from the Attorney General (Procurador General) adverse to the position sustained by the Company as it refers to the similar precedent of Acceso Oeste highway concession, with affirming decision of the National Supreme Court.

The abovementioned precedent led the distributor Edesur S.A. to make the unilateral decision to reclassify the rate applicable to the concessionaire, applying the commercial rates, and to reverse certain credits that had allegedly been granted for prior billings at the street lighting rate, on the understanding that such rate did not apply.

The Company filed appeals with the Energy Secretariat and the ENRE. The latter Agency rejected the Company’s arguments and allowed the distributor to classify consumption in terms of peak demand for power verified at each point of supply, which led the Company to resort to the Secretary of Energy to review the ENRE’s decision. The Secretary of Energy’s decision is still pending.

54


NOTE 10 - CONTINGENCIES (Cont’d) At the date of these financial statements there are a few proceedings initiated by Edesur, claiming payment of the differences between the amounts invoiced for rates other than T1AP for power consumption, which were recalculated and paid by the Company applying that rate.

The Company responded to all claims and raised all applicable defenses on the basis of solid arguments. Nevertheless, the Company’s legal counsel believe that the adverse outcome of the Direct Appeal lodged by Edenor before the Administrative Litigation Court, though not final, creates uncertainty about the possibility of obtaining favorable decisions if the Company were to file an ordinary claim for the refund for the sums paid and/or payable under the pending summary proceedings.

This situation could be reversed if the Argentine Supreme Court of Justice were to render a decision that is favorable to the Company.

e) As at June 30, 2010, there are judicial attachments levied against the Company related to

legal actions of labour and commercial characteristics for the amount of $ 2.3 million. Said amount has been informed in the item “Other current receivables” in the line “Judicial Attachments”.

f) Objections to the Contractual Renegotiation Agreement

The Company was summoned to appear in court, together with the National Government and other companies in three lawsuits in which the renegotiation of the agreements entered into with the National Government, ratified by Decree No. 296/06, was challenged. Two legal proceedings requesting an injunction were filed by representatives of the Argentine Congress and another ordinary proceeding was initiated by the Argentine Ombudsman. Plaintiffs requested the declaration of unconstitutionality of

55


NOTE 10 - CONTINGENCIES (Cont’d) Section 4 of Law No. 25,790 and that Decree No. 296/06, which had ratified the CRA, is declared null and void. In those legal proceedings, in addition to the injunctions, the plaintiffs requested a stay of the partial rate increase implemented pursuant to the CRA (year 2006 average increase of 15% in the rate schedule for vehicle in categories 1 and 2 ) until a ruling was issued on the merits of the case. The injunctions requested in the three legal proceedings have been rejected by the relevant courts, and the rulings have been confirmed by the Federal Court of Appeals on Administrative Litigation Matters. The Company filed its responses against the two claims filed by the representatives. Both claims were dismissed by the lower court. One of the plaintiffs appealed the lower court’s decision, which was finally confirmed by the Court of Appeals. In both cases (lower court and appeal) court and attorney fees were imposed on the plaintiff. The ruling on the other claim was not appealed by the plaintiffs, except for the lower court’s decision on attorney fees, which shall be decided by the Court of Appeals. Finally, a ruling is pending on the merits of the ordinary action filed by the Ombudsman, against which the Company filed a response. To date, the cause is at trial stage and the information requests have already been issued. The Company understands that although no assurance can be provided as to whether the courts will finally dismiss the Ombudsman’s claims on the same grounds they dismissed the other two claims, it is reasonably expected that they will.

g) Dated as of February 25, 2010, a notice was served upon the Company in relation to an executory proceeding filed against it by two alleged holders of Notes due 2014 who based on the financial condition of the Company, in the sense that it decided to commence a restructuring process of its financial debt, request the payment of principal and interests of their withholdings. The amount claimed is US$ 0.1 million plus interest in arrears and litigation expenses.

After answering the complaint and filing the applicable affirmative defenses, the (lower) Court issued its ruling by setting aside the affirmative defenses mentioned before and sustaining the complaint. The Company appealed the ruling on July 16, 2010, which is pending resolution at the date of these financial statements. Further, at the request of the plaintiff, the Court hearing the case levied an attachment for US$ 0.15 million.

56


NOTE 11 - REESTRUCTURING PROCESS OF THE FINANCIAL DEBT

As mentioned in Note 1, because of the delay by the Argentine Government to complete the review process of the concession contract which shall fully restore the economic and financial equation of the Company’s Concession Contract, the complicated and precarious economic and financial condition arising out of the disruption of such equation and to prioritize its obligations under the concession, the Company launched a process to change the profile of its financing structure, ensuring equal treatment to all financial creditors. To such end, the Board of Directors considered that notwithstanding the efforts made and still being made by the Company, diligently and with reasonable care and sound advice, it would be necessary for the Company to assess a course of action to be taken under the current circumstances, where the failure of the government to effectively meet the obligations assumed in several administrative acts on a timely basis, have led the Company to face adverse consequences and to be in a critical financial position. The Board of Directors, among other matters, resolved to carry out a proposal drafting process to be submitted to the Company’s creditors in the manner most favorable to attain a new financial debt structure, including the amount payable on November 23, 2009, a measure which was deemed necessary to be adopted due to the limited sources of cash inflows commensurately with the debt service requirements of the Company. The Extraordinary Shareholders’ Meeting held on December 18, 2009 resolved, among other matters, to pass the corporate actions taken by the Board of Directors causing and empowering them to draw up the terms and conditions of the proposals to be submitted to the financial creditors, and in turn, to grant powers in favor of the Executive Committee of the Company to such ends. On January 12, 2010, the Board of Directors approved the terms and conditions and the documents that form part of the original proposal for the restructuring of the Company’s financial debt. After certain changes were introduced to the original proposal, described in the First and Second Addenda to the Offering and Solicitation Memorandum, the term for the holders of Corporate Bonds to adhere to the proposal expired on August 9, 2010, having a level of adherence of 94.9% of the capital of such Bonds. At that date, the Company concluded the restructuring process of its financial debt.

57


NOTE 11 - REESTRUCTURING PROCESS OF THE FINANCIAL DEBT (Cont’d) This situation, pursuant to the terms of the proposal, enables the Company to complete the restructuring process of the debt through the voluntary out-of-court exchange of Corporate Bonds whose holders adhered to the proposal. On August 10, 2010, the Company resolved to: a) approve the issuance, public offering and listing of the new debt securities; and b) perform the necessary administrative procedures to complete the voluntary out-of-court exchange of the financial debt. The Company will schedule a “Exchange date” as soon as possible after obtaining all governmental and third party approvals necessary to carry out these transactions, including but not being limited to: (a) all approvals from the National Securities Commission (CNV) and the Buenos Aires Stock Exchange (BCBA); and (b) all additional filings with the Mercado Abierto Electrónico (MAE) and the Argentine Central Bank (BCRA), where applicable. By virtue of the adherence to the proposal and what is set forth in the Offering and Solicitation Memorandum and its Addendas, at the “Exchange Date” the Company will exchange:

(i) US$ 50,000,000 Outstanding Corporate Bonds for US$ 21,500,000 in cash,

representing US$ 430 in cash every US$ 1,000 of capital of the Outstanding Corporate Bonds.

(ii) US$ 153,450,678 of Outstanding Corporate Bonds for US$ 153,450,505 of US$ Par

Corporate Bonds; and (iii) US$ 87,948,670 of Outstanding Corporate Bonds for $ 347,837,024 of Argentine

Pesos-Linked Par Corporate Bonds. In addition, at the exchange date the Company shall pay to the holders of the new Corporate Bonds in exchange of the Outstanding Corporate Bonds US$ 15 for every US$ 1,000 of outstanding capital for interest accrued and due. Except for this payment, the Bondholders will not be entitled to any other interest accrued and due, fines and additional sums subsequent to non-compliance or other accessory charges that may be outstanding and to which they would be entitled in relation to the Outstanding Corporate Bonds. This accretion will be extinguished as by operation of law at the Exchange date. In case the Outstanding Corporate Bonds whose holders will accept their exchange for cash, the amount of US$ 430 will be paid for every US$ 1,000 of outstanding capital which includes the payment of interest accrued and due, default interest and additional sums.

58


NOTE 11 - REESTRUCTURING PROCESS OF THE FINANCIAL DEBT (Cont’d) Below are the main characteristics of the New Corporate Bonds:

Name of the series /amount of issue Amortization conditions Interest

Argentine Pesos-Linked Par Corporate Bonds falling due in 2015.

(i) 2.00% on June 1, 2011 (ii) 25.00% on June 1, 2012, (iii) 25.00% on June 1, 2013, (iv) 25.00% on June 1, 2014 and (v) 23.00% on June 1, 2015

Floating BADLAR Private Banks rate plus 1%

USD Par Corporate Bonds falling due in 2020.

(i)12.50% on June 1, 2017, (ii) 12.50% on December 1, 2017, (iii) 12.50% on June 1, 2018, (vi) 12.50% on December 1, 2018, (v) 12.50% on June 1, 2019, (vi) 12.50% on December 1, 2019 and (vii) 25.00% on June 1, 2020

(a) 4.00% per year as from the starting of interest until but not including December 1, 2010; (b) 4.375% per year as from December 1, 2010 until but not including December 1, 2011; (c) 5.00% per year as from December 1, 2011 until but not including December 1, 2012; (d) 6.00% as from December 1, 2012 until but not including December 1, 2013, (e) 6.50% per year as from December 1, 2013 until but not including December 1, 2014; (f) 7.00% per year as from December 1, 2014 until but not including December 1, 2015 and (g) 8.25% per year as from December 1, 2015 until maturity

As regards the holders of Outstanding Corporate Bonds which have not agreed with the restructuring proposal and which represent 5.1% of total outstanding capital, the Company will keep the original issuance conditions of said Bonds as described in Note 8. As known in the Offering and Solicitation Memorandum, in the case the transaction is not approved or authorized as necessary to enable its closing, the Company would be compelled to take one or more measures to protect its equity as provided by current legislation.

59

Exhibit A

AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated) FIXED ASSETS, presented on a comparative basis with the year ended December 31, 2009

Original values Depreciation

Main account Value at the beginning

of year

Increases and transfers

Disposals

Value at the end

of period / year

Accumulated at the

beginning of year

Disposals

For the period / year

(1)

Accumulated at the end of period /

year

Net values at the end of the period / year

Headquarters 7,871,369 - - 7,871,369 (4,158,697) - (167,246) (4,325,943) 3,545,426 Temporary facilities 74,651 - - 74,651 (74,651) - - (74,651) - Movable equipment 5,086,802 272,502 - 5,359,304 (3,066,341) - (403,184) (3,469,525) 1,889,779 Instruments and tools 7,227,951 347,616 - 7,575,567 (6,357,785) - (319,975) (6,677,760) 897,807 Furniture and fixtures 766,559 - (2,963) 763,596 (766,559) 2,963 - (763,596) -

Total as of 6.30.10 21,027,332 620,118 (2,963) 21,644,487 (14,424,033) 2,963 (890,405) (15,311,475) 6,333,012

Total as of 12.31.09 19,685,317 1,867,380 (525,365) 21,027,332 (13,147,417) 454,931 (1,731,547) (14,424,033) 6,603,299

(1) Depreciation for the period is disclosed in Exhibit H.

60

Exhibit D.1

AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated) INVESTMENTS, presented on a comparative basis with the year ended December 31, 2009

June 30, 2010

December 31, 2009

CURRENT

Savings account deposits

In pesos 28,804 22,613 In foreign currency (Exhibit G) 482 465

29,286 23,078 Deposits in mutual funds

In pesos 63,154,331 30,305,620 63,154,331 30,305,620 Time deposits

In pesos 68,825,594 - In foreign currency (Exhibit G) 52,570,126 50,762,284

121,395,720 50,762,284 Total 184,579,337 81,090,982

61

Exhibit D.2 AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated) INVESTMENTS IN CONCESSION, presented on a comparative basis with the year ended December 31, 2009

Original values Amortization

Main account Value at

beginning of year

Increases Value at

end of period / year

Accumulated at beginning

of year

For the period / year

(1)

Accumulated at end

of period / year

Net values at the end of the period / year

Works completed and in progress 2,073,572,462 12,338,893 2,085,911,355 (2) (866,483,872) (2) (64,964,145) (2) (931,448,017) 1,154,463,338

Toll system 27,909,158 - 27,909,158 (5,339,516) (165,746) (5,505,262) 22,403,896

Total as of 6.30.10 2,101,481,620 12,338,893 2,113,820,513 (871,823,388) (65,129,891) (936,953,279) 1,176,867,234

Total as of 12.31.09 2,081,181,651 20,299,969 2,101,481,620 (755,090,375) (116,733,013) (871,823,388) 1,229,658,232

(1) Amortization for the period is disclosed in Exhibit H. (2) In accordance with the criterion described in Note 2) k), the amortization of this account includes the utilized portion of future costs to be incurred in performing the works committed. Amortization under this caption for the period of six months ended June 30, 2010 amounts to Ps. 15,572,634 (Ps. 12,806,602 as of June 30, 2009).

62

Exhibit E AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated) ALLOWANCES AND PROVISIONS, presented on a comparative basis with the year ended December 31, 2009

Description Balances at the beginning of year Increases Decreases Balances at the

end of period/year

Allowances (Current)

For doubtful accounts 2,042,001 (1) 100,000 - 2,142,001

Total as of 6.30.10 2,042,001 100,000 - 2,142,001

Total as of 12.31.09 1,944,501 (6) 97,500 - 2,042,001

Allowances (Non-current)

For loss carry-forwards and other tax credits 124,844,604 (2) 1,289,990 (2) (3,240,833) 122,887,761

Total as of 6.30.10 124,844,604 1,283,990 (3,240,833) 122,887,761

Total as of 12.31.09 71,622,333 (3) 70,938,168 (7) (17,715,897) 124,844,604

Provisions (Non-current)

For lawsuits, renegotiations and other contingencies 20,575,620 (1) 2,212,512

(5) (766,173) 21,620,640

Total as of 6.30.10 20,575,620 2,212,512 (766,173) 21,620,640

Total as of 12.31.09 20,889,918 (6) 2,925,660 (4) (3,239,958) 20,575,620

(1) See Exhibit H. (2) See Note 2 s). (3) Increase in the tax loss carry forward provision and other tax credits, allocating to income/loss of the year ended December 31, 2009 for

Ps. 68,775,497 and for the reclassification between equity balances Ps. 2,162,671 (See point (7)). (4) Includes a reclassification in the 2009 opening balances of the APE 2004 court fees for Ps. 1,826,715 as disclosed in the caption “Provisions” in

the financial statements as of December 31, 2008 and used in the period for Ps. 1,413,243. (5) Used in the period. (6) Charged to income for fiscal 2009. (7) Uses for the year amounting to Ps. 15,553,226 and reclassifications between equity balances for Ps. 2,162,671 (See point (3)).

63

Exhibit G

AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated) ASSETS AND LIABILITIES IN FOREIGN CURRENCY, presented on a comparative basis with the year ended December 31, 2009

Description Foreign currency and amount

Quotation value

Total as of 6.30.10

Total as of 12.31.09

ASSETS CURRENT ASSETS Cash US$ 501,549 3.838 1,924,947 1,884,225 Cash Euro 246 5.1932 1,278 1,334

Investments

Savings account deposits US$ 124 3.838 475 465 Time deposits US$ 13,501,181 3.838 51,817,534 50,762,284 Total current assets 53,744,234 52,648,308 Total assets 53,744,234 52,648,308

LIABILITIES

CURRENT LIABILITIES Accounts payable

Suppliers US$ 870,257 3.878 3,374,857 1,272,798 Suppliers Euro - - - 234,071 Related parties US$ 2,666,600 3.878 10,341,075 10,133,080

Loans Notes US$ 325,488,664 3.878 1,262,245,040 1,213,785,489

Total current liabilities 1,275,960,972 1,225,425,438 NON-CURRENT LIABILITIES

Accounts payable Suppliers US$ 1,296,255 3.878 5,026,876 4,835,656 Related parties US$ 4,468,579 3.878 17,329,150 14,542,347

Total non-current liabilities 22,356,026 19,378,003 Total liabilities 1,298,316,998 1,244,803,441 US$ = United States dollars.

64

Exhibit H AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403

INFORMATION REQUIRED BY SECT. 64 SUBSECT. B) OF LAW NO. 19,550 for the six-month period ended June 30, 2010, presented on a comparative basis with the same period of the previous year

Description Total as of 6.30.10

Capitalized costs (1)

Operating costs

General administrative

and selling expenses

Financial and holding results

Total as of 6.30.09

Ps. Salaries, wages and social security taxes 46,106,530 2,529,739 37,292,607 6,284,184 - 38,880,709 Directors’ and syndics’ compensation (4) 430,971 - - 430,971 - 483,827 Rentals of equipment, machinery and other 2,194,669 2,176,776 17,893 - - 1,241,231 Depreciation of fixed assets 890,405 - 890,405 - - 829,527 Materials and spare parts 2,972,950 1,170,106 1,802,844 - - 2,574,252 P.A.S.E. 1,194,249 - 1,194,249 - - 940,300 Lawsuits, renegotiations and other contingencies 2,212,512 - 2,212,512 - - 1,041,381 Insurance 1,107,092 - 1,108,038 - (946) 1,222,404 Fees for technical assistance 4,275,334 - 4,275,334 - - 4,052,200 Fees for miscellaneous services 1,625,566 131,037 406,797 1,087,732 - 1,781,004 Marketing and publicity expenses 141,777 - - 141,777 - 173,808 Taxes, duties and contributions 2,270,878 - - 245,029 2,025,849 2,118,476 Interest income and other holding results on current investments (3,326,476) - - - (3,326,476) (146,477) Derivative financial instruments - - - - - (348,053) Interest on loans 49,159,993 - - - 49,159,993 46,125,751 Bank expenses and commissions 87,190 - - - 87,190 276,202 Operating expenses of toll stations 5,602,059 - 5,602,059 - - 4,084,017 Preservation and maintenance expenses 9,222,295 - 9,222,295 - - 8,513,340 User services 4,188,275 - 4,188,275 - - 3,756,522 Amortization of investments in concession 65,129,891 - 65,129,891 - - 55,742,132 Overhead-Headquarters 1,850,228 - - 1,850,228 - 1,831,094 Investments in sign systems 1,027,312 1,027,312 - - - 403,681 Other costs of work in progress 5,303,923 5,303,923 - - - 3,933,711 Doubtful accounts 100,000 - - - 100,000 37,000 Other financial results 308,980 - - - 308,980 (242,553) Valuation allowance for other tax credits (5) 855,348 - - - 855,348 - Net exchange difference generated by liabilities 43,325,022 - - - 43,325,022 113,240,869 Net exchange difference generated by assets (1,832,760) - - - (1,832,760) (3,511,828) Total as of 6.30.10 246,424,213 12,338,893 133,343,199 10,039,921 (2) 90,702,200 Total as of 6.30.09 9,782,397 111,840,841 9,944,295 (3) 157,466,994 289,034,527

(1) Charged to Investments in concession (Line “Work completed and in progress”). See Exhibit D.2. (2) Includes: Ps. 94,906,088 generated by liabilities (loss) and Ps. (4,203,888) generated by assets (gain). (3) Includes: Ps. 161,436,352 generated by liabilities (loss) and Ps. (3,969,358) generated by assets (gain). (4) Includes salaries and other benefits to Directors carrying out executive duties in the Company. (5) See Note 2) s).

65

Exhibit I AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403 Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated) INFORMATION ON TEMPORARY INVESTMENTS, RECEIVABLES AND PAYABLES

Total as per balance sheet

3rd. Quarter 2010

4th. Quarter 2010

1st. Quarter 2011

2nd. Quarter 2011

Due Interest rate/ adjustment,

etc.

Ps. % CURRENT ASSETS Investments

Deposits in savings account 29,286 29,286 - - - - 1.90 to 2.20

Time deposits 121,395,720 121,395,720 - - - - 0.31 to 10.75

Deposits in mutual funds 63,154,331 63,154,331 - - - - As quoted

184,579,337 184,579,337 - - - -

Receivables

Accounts receivable – toll 21,539,602 19,351,548 - - - 2,188,054 None

Allowance for doubtful accounts (2,142,001) - - - - (2,142,001) None

19,397,601 19,351,548 - - - 46,053 None

Other receivables None

Service rental receivable 2,472,621 603,551 477,820 - 1,391,250 - None

Debtors 1,033,242 1,033,242 - - - - None

Prepaid insurance 313,560 171,024 53,451 53,451 35,634 - None

Prepaid taxes 280,471 70,132 70,132 70,132 70,075 - None

Tax advances 141,365 141,365 - - - - None

Advances to personnel 230,592 230,592 - - - - None

Debt restructuring cost 6,789,745 - - - - 6,789,745 None

Judicial Attachments 2,293,720 2,293,720 - - - - None

Advances to suppliers 741,252 741,252 - - - - None

Advances to Directors and Syndics 132,300 - - 132,300 - - None

14,428,868 5,284,878 601,403 255,883 1,496,959 6,789,745

CURRENT LIABILITIES

Accounts payable

Suppliers (1) 11,263,312 10,280,365 327,649 327,649 327,649 - None

Argentine Highway Concession Authority – Rounding of rates 78,451 78,451 - - - -

None

Related parties 10,482,405 2,620,602 2,620,601 2,620,601 2,620,601 - 6 %

21,824,168 12,979,418 2,948,250 2,948,250 2,948,250 -

Payments in advance 13,829,581 3,686,323 3,701,652 3,220,803 3,220,803 - None

CURRENT LIABILITIES

Loans

Notes 1,304,267,325 - - - - 1,304,267,325 3.5% to 11.5%

Payroll and social security taxes 9,237,995 9,237,995 - - - - None

Taxes payable 9,616,888 9,365,614 85,771 83,742 81,761 - None

Other liabilities 575,156 147,051 144,855 142,675 140,575 - None

(1) Includes Ps. 1,310,595 which accrue interest at 6% p.a.

66

Exhibit I (Cont’d)

AUTOPISTAS DEL SOL S.A. Registration number with I.G.J.: 1,585,403

Interim Financial Statements as of June 30, 2010 (Stated in Argentine pesos, unless otherwise indicated)

INFORMATION ON TEMPORARY INVESTMENTS, RECEIVABLES AND PAYABLES (Cont’d)

Total as per

balance sheet

6.30.12 6.30.13 6.30.14 6.30.15 or more

Without term

Interest rate/ adjustment,

etc.

Ps %

NON-CURRENT ASSETS Other receivables

Tax credits 172,264 - - - 172,264 - None

Service rental receivable 2,769,738 1,776,978 992,760 - - - None

Debtors 134,731 - - - 134,731 - None

Prepaid taxes 1,771,318 280,471 280,471 280,471 929,905 - None

Recoverable claims – La Construcción S.A. 159,840 - - - - 159,840 None

Others 64,164 - - - - 64,164 None

5,072,055 2,057,449 1,273,231 280,471 1,236,900 224,004

Net deferred tax assets 12,357,839 - - - - 12,357,839 None

NON-CURRENT LIABILITIES Accounts payable

Suppliers 5,189,431 1,310,595 1,310,595 1,310,595 1,257,646 5,189,431 6 % Related parties 20,110,635 10,433,344 4,542,348 2,620,404 2,514,539 20,110,635 6 %

25,300,066 11,743,939 5,852,943 3,930,999 3,772,185 25,300,066

NON-CURRENT LIABILITIES Payments in advance 48,987,521 9,958,157 9,958,157 9,958,157 19,113,050 - None

Taxes payable 1,673,178 308,178 280,085 251,407 833,508 - None

Other liabilities 1,492,599 541,555 509,853 441,191 - - None

Provisions 22,021,959 22,021,959 - - - - None

67

AUTOPISTAS DEL SOL S.A. INTERIM FINANCIAL STATEMENTS as of June 30, 2010 SUMMARY OF EVENTS 1. Company activities 1.a) Concession Contract As mentioned in the interim financial statements ended June 30, 2010, the Concession Contract has been affected by the introduction of Law 25,561 on Public Emergency. The law declaring a public emergency on social, economic, administrative, financial and exchange matters laid down in section 9 that in order to reestablish the economic and financial equation for public works and services concession contracts, the Executive was authorized to renegotiate utility service contracts. After various notes and meetings held with the Renegotiation Unit, on December 16, 2005, the Contract Renegotiation Agreement was executed, which was ratified on March 15, 2006 through Decree No. 296/2006 of the Executive Branch. We highlight the following measures included in the Renegotiation Agreement: a) a new rate schedule was established which foresees an average variation in toll rates of

approximately 15% compared to those currently in force; b) the Company has been exempted from penalties for its default on contract obligations as

from January 2002, as a result of the economic emergency declared by Law No. 25561; c) a rate reassessment could be requested from the O.C.CO.VI. as from March 1, 2006, but

only if the variation in the average value of the domestic wholesale price index and the manpower cost component of the construction index exceed 15% in the first review and 5% in subsequent reviews, taking December 2004 as the base indicator for the first review, and for subsequent reviews, the variation since the last rate review arising from the application of this clause. In this case, the concessionaire must previously calculate the incidence of that price variation on costs relating to the operation, maintenance and investments included in the Economic/Financial Plan of the Concession. The O.C.CO.VI. will have 30 days to submit its proposal to the Enforcement Authorities, who in turn must submit it to the Executive Branch, who must resolve on the matter within 120 days;

d) the amounts of the guarantees and insurance taken out by the Company were “pesified”, and

e) a Review Instance was agreed to be performed until June 30, 2006 in order to update the economic financial plan of the concession so as to restore the economic and financial equation. The internal rate of return for the entire period of the concession will be calculated on the basis of a flow in constant pesos of September 1993, and the Company has waived its claim to an internal rate of return calculated in constant US dollars at September 1993, as had been established in the economic and financial plan in the original contract.

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The actions taken by the Company in the months following the ratification of the Agreement were addressed basically to achieve: a) the application of the new toll rate schedule with an average 15% toll rate increase for all vehicle categories as a first measure to restore the economic/financial equation of the contract; b) the toll rates reassessment due to price variations, as agreed; and c) the end of the Contractual Review before June 30, 2006 in order to agree on the remaining measures to be adopted to restore the economic/financial equation of the contract. Below is a summary of the state of the Company’s actions relating to each of the main issues with which the Government has yet to comply: Ø Application of the toll rate schedule agreed under the CRA for vehicles in categories

3 to 7 (semi heavy and heavy vehicles) The application of the 15% average increase in toll rates came into effect as from April 2006 only for categories 1 and 2. The Company suspended its application for categories 3 to 7 at the request of the Argentine Government. As mentioned below, the Sixth Amendment to the Concession Agreement, pending approval by the Executive Branch, considers the extension of the Review Instance, and consequently the suspension of the pending rate increases until April 30, 2010. This term has fallen due and there have been notices from the Grantor relating to the issuance of that Decree or the new term for carrying out the Review Instance.

Ø Rate reassessment due to price variations Decree No. 2322/08 of the Executive Branch, issued on December 30, 2008, approved a new toll rate schedule. The schedule takes into account the impact of the price variations recorded in the period between December 2004 and October 2007. It was applied only to category 2 vehicles and suspended for vehicles in categories 1 and 3 to 7. On December 10, 2009, the DNV issued Resolution No. 2736/09 approving a new rate schedule to be applied only to vehicles category 2 and it contains partially the adjustment ordered by Decree of the National Executive Branch No. 1949/09 which approved the estimation of the incidence of price variations until May 2009 inclusive. The Company reserved its right in relation to that Resolution, since: (i) a lower percentage than that approved by Executive Branch Decree No. 1949/09 was adopted in the rate schedule for vehicles in category 2; (ii) vehicles in categories 1 and 3 to 7 were not included in the rate adjustment for price variations; and (iii) the rate adjustment was applied at a later date than that envisaged by Executive Branch Decree No. 1949/09. The new rate schedule approved by the abovementioned Resolution was first applied to users as of December 14, 2009 and is current at the end of the present period.

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On January 26, 2010, together with the updating of the proposal of integral renegotiation, a new tariff adjustment was requested regarding price variation on account of a new trigger in the period between June 2009 and October 2009. There has been no response from the O.C.CO.VI regarding said estimation; therefore, on March 29, 2010 the abovementioned claim was updated enlarging the request for the period June 2009 to February 2010. On April 28, 2010, the request for the acknowledgment of the tariff adjustment was reiterated, among other pending requirements. There has been no response from the O.C.CO.VI.

Ø Contractual review to restore the economic/financial conditions of the Concession Contract

The deadline of the Review Period pursuant to Section Seven of the CRA had been set for June 30, 2006. As a consequence of the Government’s inaction, and after considerable delay, on March 10, 2009 the Company and the Ministry of Planning executed the Sixth Amendment to the Concession Agreement, which is still subject to approval by the Executive Branch, which included the commitment undertaken by the Grantor to complete the Review Instance before June 30, 2009. Upon expiration of the Review Period, as extended under the Sixth Amendment, on July 1, 2009, the Company submitted a note to the Argentine Highway Concession Authority, with copy to the Secretary of Public Works and the Executive Secretary of the Unit, in order to move the review process forward by presenting a proposal for the restoration of the economic and financial conditions of the Concession Contract. (see point 1.2), of this Note, “Economic and financial condition of the Company”). As a consequence to the meetings held by the Corporation with the O.C.CO.VI promoting the negotiations to reach the conclusion of the Review Period and without impairing any reservation of legal rights previously agreed and/or power or obligation accepted or originated in the Renegotiation Agreement, on October 22, 2009, a note was sent to the Regulatory Entity by means of which, upon the request of such organ, the extension of the date of conclusion of the Review Period was consented until April 30, 2010. Such consent was subject to the approval of the adjustment of tariffs pending for price variation before January 31, 2010 and to the application of the adjustment of tariffs suspended for categories 1 and 3 to 7. The O.C.CO.VI answered the mentioned note with its letter dated November 2, 2009 informing to the Company that it would file such petitions to the competent authority. Considering the abovementioned, on November 19, 2009, the Company executed with the DNV an addendum to the Sixth Amendment to the Concession Contract, “ad referendum” to the National Executive Branch, agreeing to establish as a maximum term for the conclusion and the commencement of the Review Period set forth in the Renegotiation Agreement, April 30, 2010. The executing parties committed also to make their best efforts to carry out any and all necessary administrative acts to comply with the agreements.

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On January 26, 2010 and upon the request of the O.C.CO.VI, the Company sent a note to the Technical Manager of said entity attaching the updated proposal requested for the Review Period of the Concession Contract. On March 12 and April 28, 2010, greater efforts were asked through notes addressed to the O.C.CO.VI to continue with the pertaining joint actions to reach the conclusion of the Review Period. Likewise, in the last notes mentioned, a description of the negotiations advance and of the proposals that the Company believes it would be appropriate to implement is included, highlighting the importance of a quick conclusion of the Review Period deemed necessary to achieve the restoration of the economic-financial equation of the Company and to establish the basis that would allow to overcome the negative effects produced due to the lack of conclusion of the contract renegotiation process on the dates fixed. As agreed by the Company’s Board of Directors, on May 21, 2010 a note was sent to the DNV in relation to the expiration of the term (last April 30) for carrying out the Review Instance. The Company stated again that the delays in the process for concluding the contract renegotiation, which are not attributed to it, led to a constant deterioration of its economic and financial position. Further, through that note, it was requested that the DNV take all the measures necessary for the Review Instance to conclude and become effective, and expressly reserved the right to file any action or make any claim whatsoever in view of the breaches by the Grantor or the O.C.CO.VI.

Although the abovementioned term, April 30, 2010, has already expired, and even said term was never acknowledged by the National Executive Branch Decree, meetings were held with the O.C.CO.VI. in order to analyse of the Review Instance’s proposal submitted by the Company.

Ø Sixth Amendment to the Concession Contract - The General Paz Beltway Expansion Project

Decree No. 2322/08 of the Executive Branch approved the following measures, among others:

1) The execution of the General Paz Beltway Expansion Project and its funding through a Trust that will receive specifically earmarked additional toll rates to be collected by the Company and the Western Access Highway concessionaire on the Trust’s behalf. Such additional rates will become effective only upon completion of a certain percentage of the projected works.

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2) Ordering the Ministry of Federal Planning, Public Investment and Services to sign the necessary documents to set up the trust, define its financing structure, the payment and recovery of funds, and the parties’ reciprocal commitments for the execution of the project.

3) Approving a new toll rate schedule for the Company, this was applied to users on

January 10, 2009 (and was in force until December 13, 2009). 4) Ordering the Ministry of Federal Planning, Public Investment and Services to enter into

the Sixth Amendment to the Concession Contract, subject to the approval of the Executive Branch.

On January 16, 2009, the Company, the Ministry of Federal Planning, Public Investment and Services, the Ministry of Economy and Public Finance, Nación Fideicomisos S.A., Banco de la Nación Argentina, Grupo Concesionario del Oeste S.A. and the Argentine Highway Concession Authority entered into the Letter of Intent (a document that lays down the conditions for the execution of the General Paz Beltway Expansion Project). In the meeting held on February 3, 2009, the Company’s Board of Directors ratified the above Letter of Intent and approved the Sixth Amendment to the Concession Contract, the Contractor Retaining Rules and the Project Management, Trust and Collection Agency Agreements. The main provisions of the Sixth Amendment, which has not yet been approved by the Executive Branch, are the following:

1) Approval of the execution of the expansion works of the General Paz Beltway through a Trust. Such works will be financed with the collection of specifically earmarked additional rates from the users of the Northern and Western Access Highways, applicable upon completion of a certain percentage of the projected works. The Northern and Western Access Highway concessionaires will act as collection agents on behalf of the abovementioned Trust.

2) Participation of the Company in the General Paz Beltway Expansion Project as Project

Manager, on behalf of the Trustee, as provided under the Letter of Intent and a corresponding Project Management Agreement (the main features of which are described below). In consideration for the above, the Company will receive a compensation that will be determined in the Project Management Agreement.

3) The approval of a new work plan and construction schedule, to be reassessed upon

execution of a final, revised concession agreement.

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4) The identification of specific penalties imposed by the Argentine Highway Concession Authority that will be included in the Company’s financial and economic plan as part of the renegotiated concession agreement. Upon the execution of a final, revised concession agreement, the Company would withdraw its appeals and administrative challenges against those specific penalties.

5) In connection to the toll rate schedule, the following points were agreed: i) suspension of the application of the toll rate adjustment due to variation in prices between December 2004 and October 2007 to categories 1 and 3 to 7 until the end of the Review Period; ii) continued suspension of the application of the 15% rate adjustment to categories 3 to 7 (semi heavy and heavy vehicles), still pending since April 2006, until the end of that Review Period; iii) increase in the toll rate applicable to PASE users, to bring them to the same level as those paid manually; and iv) application of a toll rate differential for peak-hour traffic for category 2 vehicles. The effects of these amendments to the Rate Schedule must be taken into account in the revised Concession Contract.

As of the date of these financial statements, the Executive Branch had not yet issued the decree approving the Sixth Amendment to the Concession Contract, its Addendum and the General Paz Beltway Expansion Project. Consequently, it has not been possible to make any progress in the execution of the project. 1.b) Economic and financial condition of the Company The enactment of Law No. 25,561 in January 2002 had a negative impact on the economic-financial conditions of the concession. This coupled with other adverse circumstances, such as the considerable delay in toll rate adjustments, deterioration of the peso/dollar exchange rate, significant increases in operating and maintenance costs with a special incidence of employee salary increases under Collective Bargaining Agreements, resulted in a significant deterioration of the economic and financial condition of the Company. Throughout these years, Autopistas del Sol S.A. has devoted enormous effort to overcome the crisis, seeking relentlessly to make progress in the concession contract renegotiation process, aimed at restoring the economic and financial conditions of the Company’s business. To accomplish this objective, the Company entered into a pre-packaged insolvency arrangement with its financial creditors. This arrangement was made under the assumption that the renegotiation process, which had begun two years earlier, would be completed under reasonable conditions and within a reasonable timeframe. As the deadline for completion of the Review Period, which had been set for June 2006, were not met, and none of the milestones included in the CRA approved by the Executive Branch in March 2006 were reached, in May 2007, the Company was forced again to modify its debt structure, extending the maturity of part of its indebtedness in exchange for higher interest rates.

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Notwithstanding the efforts made and the actions taken up by the Company aimed to obtaining advances in the concession contract renegotiation process and even considering the partial increase of toll rates granted in January 2009, as a consequence of the lack of progress on the renegotiation process, on July 23, 2009, the Company sent a note to the Executive Director of the Argentine Highway Concession Authority, with copy to the Secretary of Public Works and the Undersecretary of Coordination and Management Control, both from the Ministry of Federal Planning, Public Investment and Services, describing the difficult economic and financial conditions of the Company and the reasons for their deterioration, alerting that the Company could not afford more delays in the decisions the government had to make on all pending issues. Since July 2009, the Board of Directors of the Company held several meetings with high rank officials from the Ministries of Economy and of Federal Planning, Public Investment and Services and other public bodies ruling the Company’s activity, to express in detail the urgent need to adopt all the necessary measures for the Review Instance to become effective and for the pending contractual clauses to be applied, so as to allow for restoration of the Company’s economic and financial position, which is reflected in these financial statements. In the abovementioned meetings, as well as in the financial statements of previous fiscal years or periods, the urgent need of such measures has been highlighted to enable the Company to comply with the obligations undertaken that were supported by the clauses of the Concession Contract and by the fact that all administrative acts of contractual renegotiation would have occurred in the period they have been undertaken by the Argentine Government. The fulfillment by the Grantor of the commitments assumed is the necessary starting point so that the economic and financial situation of the Company, being these quarterly financial statements an objective statement of same, can be effectively reverted. This urgent need has been revealed to all these interlocutors as well as in the financial statements of previous fiscal years / periods so that the company may timely comply with the assumed commitments based on the performance of the Concession Contract and on the fact that any and all administrative acts related to the contract renegotiation would have occurred at the time fixed by the Grantor. The circumstances described together with the Argentine peso devaluation during fiscal year 2009, originated increasing losses with effects on the shareholders’ equity, worsening even more the serious economic and financial condition. Consequently, the Company was forced again to face the challenge and the need to resort to the measures at hand to solve the serious situation. Therefore, the Board of Directors of the Company approved on November 9, 2009, the drafting of a proposal to be submitted to the creditors of the Company with the most compatible content, manner and proceeding in order to achieve a new profile of the financing structure including the due dates as of November 23, 2009.

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The Shareholders Meeting held on December 18th, 2009 approved the decisions adopted by the Board of Directors of the Company and delegated to them the necessary steps to submit said restructuring proposal. On January 12, 2010, the Board of Directors of the Company approved the terms and conditions of the restructuring proposal, which terms and conditions are described in Note 11 to this financial statements. In addition, as shown in the Statement of Changes in the Shareholders’ (Deficit) Equity for the year ended December 31, 2009, the accumulated losses exceeded 50% of the capital stock. The Ordinary and Extraordinary Meeting of Shareholders held on last April 22, 2010, when dealing with such express item of the Agenda, resolved to adjourn the meeting until May 21, 2010 and, consequently, postpone the consideration of the measures to be adopted to that effect, considering that it was advisable to wait for the evolution of the process of financial debt restructuring and the newness that may arise regarding the culmination and execution of the Review Period. On May 21, 2010, once the meeting with the shareholders was resumed, it was unanimously decided to continue with the negotiations entered into with: a) the holders of the Outstanding Corporate Bonds; and b) the Argentine Government. Further, it was decided that, since the shareholders understood that the Company’s equity should be restored as a result of the processes mentioned in points a) and b) above, provided that if those processes had not progressed in such a way towards a satisfactory restoration, the Company’s Board of Directors should adopt all the pertinent measures in the light of the Company’s financial condition and call a Shareholders’ Meeting to consider those decisions. The losses generated in this period led the Company to record a shareholders’ deficit as of June 30, 2010. The financial debt restructuring process followed its course, and after successive extensions and modifications to the original proposal, the term for financial creditors to express their willingness to adhere to it expired on August 9, 2010. In view of the fact that as of that date the proposal had a level of adherence of 94.9% of the capital of the Outstanding Corporate Bonds, which enabled the Company to conclude the debt restructuring process through a voluntary out-of-court exchange with the holders of the Outstanding Corporate Bonds who gave their consent, the Company proceeded to: a) declare the end of the financial debt restructuring process; b) approve the issuance, public offering and listing of the new debt securities; and c) request Management to perform the necessary administrative procedures before the control authorities to enable the voluntary out-of-court exchange of the financial debt. Once those authorizations have been granted and the financial debt exchange been performed, the transaction will be closed and its accounting effects recognized. This will allow reversing the currently shareholders’ deficit, and thus no longer being encompassed by the regulations of the Commercial Companies Law concerning capital stock.

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1.c) Restructuring of the financial debt As mentioned above in this Summary of Activity, because of the delay by the Argentine Government to complete the review process of the concession contract which shall fully restore the economic and financial equation of the Company’s Concession Contract, the complicated and precarious economic and financial condition arising out of the disruption of such equation and to prioritize its obligations under the concession, the Company launched a process to change the profile of its financing structure, ensuring equal treatment to all financial creditors. To such end, the Board of Directors considered that notwithstanding the efforts made and still being made by the Company, diligently and with reasonable care and sound advice, it would be necessary for the Company to assess a course of action to be taken under the current circumstances, where the failure of the government to effectively meet the obligations assumed in several administrative acts on a timely basis, have led the Company to face adverse consequences and to be in a critical financial position. The Board of Directors, among other matters, resolved to carry out a proposal drafting process to be submitted to the Company’s creditors in the manner most favorable to attain a new financial debt structure, including the amount payable on November 23, 2009, a measure which was deemed necessary to be adopted due to the limited sources of cash inflows commensurately with the debt service requirements of the Company. The Extraordinary Shareholders’ Meeting held on December 18, 2009 resolved, among other matters, to pass the corporate actions taken by the Board of Directors causing and empowering them to draw up the terms and conditions of the proposals to be submitted to the financial creditors, and in turn, to grant powers in favor of the Executive Committee of the Company to such ends. On January 12, 2010, the Board of Directors approved the terms and conditions and the documents that form part of the original proposal for the restructuring of the Company’s financial debt. After certain changes were introduced to the original proposal, described in the First and Second Addenda to the Offering and Solicitation Memorandum, the term for the holders of Corporate Bonds to adhere to the proposal expired on August 9, 2010, having a level of adherence of 94.9% of the capital of such Bonds. At that date, the Company concluded the restructuring process of its financial debt. This situation, pursuant to the terms of the proposal, enables the Company to complete the restructuring process of the debt through the voluntary out-of-court exchange of Corporate Bonds whose holders adhered to the proposal.

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On August 10, 2010, the Company resolved to: a) approve the issuance, public offering and listing of the new debt securities; and b) perform the necessary administrative procedures to complete the voluntary out-of-court exchange of the financial debt. The Company will schedule a “Exchange date” as soon as possible after obtaining all governmental and third party approvals necessary to carry out these transactions, including but not being limited to: (a) all approvals from the National Securities Commission (CNV) and the Buenos Aires Stock Exchange (BCBA); and (b) all additional filings with the Mercado Abierto Electrónico (MAE) and the Argentine Central Bank (BCRA), where applicable. The main characteristics of the transaction are described in Note 11 to these financial statements. 1.d) Administrative intervention of the Company Simultaneously with the decision of the Board of Directors to carry out a debt restructuring process and as the payment of interest on Notes due on November 23, 2009 was not made, on the same date the DNV notified the Company of the issue of Resolution No. 2604/09 by means of which the administrative intervention of the Company was ordered and Héctor Juan Molina was appointed as “co-administrator” for a term of 120 days. Said officer was also appointed to be in charge of a general audit of Autopistas del Sol S.A. together with the Regulatory Entity. That audit shall be carried out during the period of the administrative intervention. The Company submitted a note dated November 30, 2009 to the General Administrator of the DNV for the latter to specify the scope and duties of the Interventor as co-administrator, supervisor and controller. No answer has yet been received to that note. On December 2009, the Company filed a legal action and an injunction claiming to consider the intervention ordered by the DNV as null and void. The Court was asked to suspend the effects of the intervention ordered by the DNV until such court issues a final decision on the validity of the Resolution. On December 23, 2009, the Court accepted partially the requested injunction suspending the “co-administration” functions granted to the Co-administrator. In accordance with this measure, the Co-administrator can only supervise, control and audit the Company. This judgment rendered by a first instance court was then acknowledged by the National Court of Appeals on Administrative Matters. The Company is pursuing the action filed from time to time and is awaiting the answer by the DNV of the summons and the complaint. DNV Resolution No. 1037/10 dated June 11, 2010 established that the administrative intervention of the Company be extended for ninety days.

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1. d) Company transactions The traffic level in the first half of the year of the current year increased, approximately, 4% as against the same period of the previous year. The main reason for this increase is the recovery in the level of economic activity experienced by Argentina in the current period. Toll revenue increased 28% compared to the same period of the previous year. The main reason for this increase is the application, as mentioned in Note 1, of the new rate schedules in fiscal 2009, the first of them as from January 10, 2009 and subsequently the rate schedule in force since December 14 of that year. With regard to investments in works, they have reached an amount of Ps. 12, 338,893 during the period. 2. Key balance sheet figures, compared with the same period of the previous years (in thousands of pesos)

Current Previous

06.30.10 06.30.09 06.30.08 06.30.07 06.30.06

Current assets 226,587 48,890 49,944 82,867 35,143 Non-current assets 1,207,603 1,355,719 1,405,243 1,489,741 1,547,821

Total 1,434,190 1,404,609 1,455,187 1,572,608 1,582,964

Current liabilities 1,359,351 99,561 83,978 78,330 102,279 Non-current liabilities 99,475 1,229,225 1,058,739 1,134,611 1,125,252

Total liabilities 1,458,826 1,328,786 1,142,717 1,212,941 1,227,531

Shareholders’ (Deficit) Equity (24,636) 75,823 312,470 359,667 355,433

Total 1,434,190 1,404,609 1,455,187 1,572,608 1,582,964

3. Key income statement figures, compared with the same period of the previous years (in thousands of pesos)

Current Previous 06.30.10 06.30.09 06.30.08 06.30.07 06.30.06 Operating income 45,475 24,785 5,411 12,164 16,406 Financial and holding results (90,702) (157,467) (10,536) (41,207) (47,520) Miscellaneous (119) (2) 1,144 77 (1) 29,210 755 Net (loss) income for the period before taxes (45,346) (131,538) (5,048) 167 (30,359) Income tax 10,166 32,760 1,140 - 20 Net (loss) income for the period (35,180) (98,778) (3,908) 167 (30,339)

(1) It includes Ps. 29,200 in thousands corresponding to the income from the repurchase of certain financial liabilities. (2) It includes Ps. 1,237 in thousands corresponding to the income from the repurchase of certain financial liabilities.

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4. Details of certain accounting information (in thousands of pesos)

Three-month periods 4.1 to

6.30.10 1.1 to

3.31.10 10.1 to

12.31.09 7.1 to

9.30.09 4.1 to

6.30.09 Statements of income Toll revenues 94,559 90,194 85,852 79,080 75,270 Rentals of service areas 3,832 3,764 3,672 3,657 3,707 Other operating income 2,911 905 805 938 773 Direct taxes (4,092) (3,215) (4,140) (3,321) (3,783) Total net income from operating activities 97,210 91,648 86,189 80,354 75,967 Operating costs (68,610) (64,733) (65,019) (60,213) (57,596) General administrative and selling expenses (5,312) (4,728) (5,446) (5,114) (5,077) Operating profit 23,288 22,187 15,724 15,027 13,294 Financial and holding results (41,815) (48,887) 7,292 (59,969) (48,467) Other net (expenses) income (180) 61 142 (155) (97) Income from the repurchase of certain financial liabilities - - - 2 1,237 (Loss) Income before tax (18,707) (26,639) 23,158 (45,095) (34,033) Income tax benefit (expense) 8,166 2,000 (1,627) (41,716) 5,135 Net (loss) income for the period (10,541) (24,639) 21,531 (86,811) (28,898)

Total at Variation 06.30.10 06.30.09 % Evolution of certain balance sheet accounts and other financial data (in thousands of pesos)

Investments in concession, net 1,176,867 1,280,132 (8) Fixed assets, net 6,333 6,740 (6) Total assets 1,434,190 1,404,609 2 Loans 1,304,267 1,191,826 9 Net shareholders’ (deficit) equity (24,636) 75,823 (132) EBITDA (1) 106,341 76,275 39

(1) Income before taxes, depreciation, amortization and financial charges, without considering rental of service areas collected in previous years and accrued in this period, income from the repurchase of certain financial liabilities, the book value of fixed assets write-offs and other income which did not generate cash flows.

5. Statistical data since January 1, 2006 5.1. Traffic growth

Year/month Toll revenue(a) (x)

Days in period (b)

Daily revenue (c) = (a)/(b)

Paying vehicles (d)

Seasonality coefficient (e)

Paying vehicles de-seasonalized daily

revenues (f) = (d)/(e)

Ps. Ps. 2006 January 12,378,111 31 399,294 292,655 0.91 321,599 February 11,949,144 28 426,755 314,082 0.95 330,613 March 14,219,120 31 458,681 340,481 1.01 337,110 April 14,295,798 30 476,527 335,775 0.99 339,167 May 15,514,775 31 500,477 334,419 0.98 341,244 June 14,373,799 30 479,127 321,107 0.97 331,038 July 15,513,426 31 500,433 333,970 0.97 344,299 August 15,964,293 31 514,977 344,146 0.99 347,623 September 15,909,394 30 530,313 354,178 1.02 347,234 October 16,458,328 31 530,914 354,160 1.05 337,296 November 16,174,728 30 539,158 371,869 1.07 347,541 December 17,018,891 31 548,996 364,846 1.09 334,721

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5.1. Traffic growth (Cont’d)

Year/month Toll revenue(a) (x)

Days in period (b)

Daily revenue (c) = (a)/(b)

Paying vehicles (d)

Seasonality coefficient (e)

Paying vehicles de-seasonalized daily

revenues (f) = (d)/(e)

Ps. Ps. 2007 January 15,077,583 31 486,374 321,428 0.91 353,218 February 13,999,247 28 499,973 335,830 0.95 353,505 March 15,426,819 31 497,639 332,512 1.01 329,220 April 15,197,934 30 506,598 338,498 0.99 341,917 May 16,330,477 31 526,790 354,231 0.98 361,460 June 15,965,907 30 532,197 356,740 0.97 367,773 July 16,505,098 31 532,423 356,052 0.97 367,064 August 16,825,996 31 542,774 363,433 0.99 367,104 September 16,336,961 30 544,565 364,378 1.02 357,234 October 17,335,508 31 559,210 374,601 1.05 356,762 November 17,578,099 30 585,937 392,039 1.07 366,392 December 17,757,064 31 572,809 381,047 1.09 349,584

2008 January 16,330,878 31 526,803 348,248 0.91 382,690 February 15,848,345 29 546,495 362,193 0.95 381,255 March 16,893,547 31 544,953 362,317 1.01 358,730 April 16,957,060 30 565,235 380,890 0,99 384,738 May 17,825,974 31 575,031 384,640 0.98 392,490 June 16,359,866 30 545,329 367,121 0.97 378,476 July 17,591,575 30 586,386 396,519 0.97 408,783 August 17,755,214 31 572,749 382,265 0.99 386,126 September 17,975,869 30 599,196 400,942 1.02 393,081 October 18,468,969 31 595,773 398,719 1.05 379,732 November 18,048,883 30 601,629 401,935 1.07 375,640 December 18,650,339 31 601,624 400,115 1.09 367,078 2009

January 21,481,183 31 692,941 336,019 0.91 369,252 February 22,352,902 28 798,318 346,603 0.95 364,846 March 24,330,369 31 784,851 338,935 1.01 335,579 April 24,562,200 30 818,740 359,827 0.99 363,462 May 25,858,512 31 834,146 365,930 0.98 373,398 June 23,918,927 30 797,298 351,237 0.97 362,100 July 25,119,294 30 810,300 355,963 0.97 366,972 August 26,765,334 31 863,398 375,389 0.99 379,181 September 26,263,434 30 875,448 377,681 1.02 370,275 October 27,894,059 31 899,808 386,581 1.05 368,173 November 26,777,571 30 892,586 386,631 1.07 361,337 December 30,242,386 31 975,561 377,493 1.09 346,324 2010 January 28,791,986 31 928,774 333,677 0,91 366,678 February 27,196,184 28 971,292 350,876 0,95 369,343 March 33,168,454 31 1,069,950 384,143 1,01 380,340 April 31,238,332 30 1,041,278 377,807 0,99 381,623 May 30,991,348 31 999,721 359,509 0,98 366,846 June 31,276,577 30 1,042,553 374,949 0,97 386,545

(a) Income from exploitation includes only the toll revenue at the rate charged to the public net of the granted discounts. (d) Results from dividing daily revenue under point (c) by the mean monthly toll rate. (x) Information in historical currency

5.2. Service area leases The following table shows the income received by the Company in advance, stated in currency of June 30, 2010, for rental of services areas destined for service stations in the area covered by the concession:

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5.2. Service area leases (Cont’d)

Area covered by the

Concession

Number of service stations

Advances collected from customers for

service areas

Rental income for service areas

accrued so far (1)

Advances collected from customers not

yet accrued

Ps. Ps. Ps. Acceso Norte (2) 14 111,373,870 76,024,408 35,349,462 Avda. General Paz 4 68,334,972 48,858,039 19,476,933 Total 179,708,842 124,882,447 54,826,395

(1) $ 5,035,034 accrued during the period. In addition, in this period income from rental of advertising space for $ 296,567 and rental of

service areas for $ 2,264,138 were recorded.

6. Comparative ratios with those of the same period of the previous years (1)

Current Previous 06.30.10 06.30.09 06.30.08 06.30.07 06.30.06

Liquidity (AC/LC) 0,17 0,49 0,59 1,05 0,34

Solvency (Equity/L) N/A 0,06 0,27 0,30 0,29

Tied-up capital (ANC/Total assets) 0,84 0,97 0,97 0,95 0,98

Yield % (Result for the year/average NW) N/A (78,89) (1,24) 0,05 (8,19) (1) Company indices have been affected by the passing of the Public Emergency Law as described in Note 1.1) to the interim financial statements.

7. Progress made in compliance with the specific IFRS implementation plan (Information not subject to review by the External Auditor or the Committee of Syndics) In compliance with General Resolution N° 562 passed by the Argentine Securities Commission (CNV) adopting International Financial Reporting Standards (IFRS), the Company Board requested the General Management to evaluate the work and time adoption of those standards would take and the possible adaptations to the information systems to be implemented, as well as the most significant impact of their application. As a result of this task, certain actions were planned which are necessary to properly apply this set of Accounting Standards. On April 22, 2010, the Board approved the specific plan for the implementation of those standards and appointed the coordinator responsible for the IFRS adoption process. In addition, as long as the different phases of the project were completed, the following actions were taken: a) the key staff of the Company involved in the implementation of IFRS was identified; b) the training plan for key Company staff was launched; c) a training course was delivered to the members of the Board; and d) the coordinator responsible for the changes to be made to the Company’s information systems was appointed.

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As a result of the monitoring of the specific IFRS implementation plan, the Board has not become aware of any circumstance requiring modifications to that plan or indicating possible departures from the set objectives and deadlines. 8. Outlook for the next quarters of the current year At the date of these quarterly financial statements, the Company has obtained a 94.9% level of adherence to the proposal to restructure the financial debt of the capital of the Outstanding Corporate Bonds, the authorizations of the control authorities necessary to effectively make the voluntary out-of-court exchange being pending. Once the financial debt exchange is performed, the transaction will be completed and its accounting effects recognized. This will allow the Company to reverse the currently shareholders’ deficit, and thus no longer being encompassed by the regulations of the Commercial Companies Law concerning capital stock. Although the completion of the debt restructuring process will be important for the continuity of the Company's operations, it is essential that the Contractual Review Instance be promptly completed and become effective to restore the economic and financial equation of the concession to complete the prompt completion and execution of the Contractual Review Instance. Accordingly, although the outlook for the second half of the year is optimistic due to the successful financial debt restructuring process, they still depend on the positive outcome of the contractual renegotiation process and that the decisions thereby adopted will be implemented as soon as possible.

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ADDITIONAL INFORMATION TO THE NOTES TO THE INTERIM FINANCIAL STATEMENTS AT JUNE 30, 2010 Information required by Section 68, Chapter IV (Accounting Information) of the Regulations of the Buenos Aires Stock Exchange for the listing, de-listing, withdrawal and payment of securities, approved by Resolution No. 10135 of the National Securities Commission. 1. There are no specific and significant systems entailing the lapsing of contingent benefits

envisaged by those regulations or their rebirth. 2. There have been no modifications in the Company’s activities that affect the comparability

of these interim financial statements, or their comparison with prior or future statements. 3. Classification of the debit and credit balances in the following categories:

a) Past due Receivables Liabilities Ps.

Up to 3 months 9,671 - From 3 to 6 months 8,750 - From 6 to 9 months 8,290 - From 9 months to 1 year 19,342 - From 1 to 2 years - - From 2 to 3 years - - From 3 to 4 years - - From 4 to 5 years - - Over 5 years - -

b) Without a set due date

Receivables Liabilities Ps.

Without a set due date (1) 224,004 - (1) Includes balances covered by the Provisions for lawsuits, renegotiation and other contingencies amounting to Ps. 159,840.

c) Not yet due The classification of credit and debit balances to fall due is provided in Exhibit I to the interim financial statements as at June 30, 2010.

4. a) Information on Assets and Liabilities in foreign currency is provided in Exhibit G to the

interim financial statements as at June 30, 2010. b) Balances that accrue interest and those that do not are mentioned in Exhibit I to the

interim financial statements as at June 30, 2010.

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5. Information referred to Corporations, Section 33 of the Argentine Commercial Companies Law:

The Company does not have a controlled company under the terms of the Commercial Companies Law or shareholdings in companies included in Section 33 of that Law.

Balances and transactions with other related parties are disclosed in Notes 4 and 5 to the interim financial statements as at June 30, 2010.

6. There are no trade accounts receivable from or loans to Directors or members of the Syndic’s Committee.

7. Due to the Company’s activities, its does not have inventories. However, the Company

takes regular physical inventories on a revolving basis of its Materials and Spares. 8. There are no inventories, fixed assets or other significant assets valued at current values. 9. Not applicable. 10. There are no unused or obsolete assets in the Fixed Assets, net caption. 11. The Company does not have shareholdings in other companies. 12. The recovery values used as a cap for accounting valuation of the “Investments in

concession, net” and “Fixed assets, net” captions are the economic use values.

The Company has taken into account, to evaluate the recovery of these assets, the requirements established in the Technical Pronouncements issued by the Argentine Federation of Professional Councils in Economic Sciences (“F.A.C.P.C.E.”), and adopted by the Professional Council in Economic Sciences in the Autonomous City of Buenos Aires and considering CNV regulations. The estimate of discounted cash flows used to determine the recovery value of the assets has been made on the basis of Company Management’s knowledge of the business, and successfully concluded who also used what in their opinion constituted the best information available to estimate the changes in the external variables that will affect the business during the term of the Concession.

Application of this criterion has not led to the recognition of a loss for impairment of value, subject to compliance with the considerations mentioned in the last part of Note 2 k) to these interim financial statements.

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13. The assets insured, the amount of the insurance and the risks covered are set out below:

Assets insured Amount of the insurance Accounting values Risks covered

Ps. Ps. Compliance with the Concession Contract

US$ 12,000,000 - Third party responsibility arising from the Concession Contract (Overall Thirty Party Responsibility)

Assets of the Concession (including Investments in concession, Company’s building and materials) (Existing property and goods that substitute, expand or improve it)

Ps. 721,854,435 (Physical damage)

Ps. 60,000,000 (loss of earnings)

Ps. 1,182,746,789

Fire, physical damage, loss of earnings, total or partial robbery/theft

Light and heavy vehicles Ps. 4,070,500 Ps. 1,889,779 Third party responsibility, total loss, fire, total or partial robbery/theft

Maintenance equipment Ps. 2,066,222 Ps. 897,807 Third party responsibility, total fire, theft and total loss.

14. The information on the elements considered to calculate the provisions is disclosed in Note

2 n) to the interim financial statements at June 30, 2010.

15. Contingencies: see Note 10 to the interim financial statements. There are no other contingent situations at the date of the interim financial statements with probabilities of occurring which are not remote and with financial effects that have not been recorded.

16. No irrevocable contributions have been made on account of future subscriptions.

17. There are no preferred shares.

18. See Note 9 to the interim financial statements at June 30, 2010.

Free translation from the original prepared in Spanish AUDITOR’S REPORT To the Shareholders, Chairman and Members of the Board of Directors of Autopistas del Sol S.A. Legal Address: Av. Leandro N. Alem 712, 10th Floor Autonomous City of Buenos Aires Tax Code: 30-67723711-9 1. We have performed a limited review of the accompanying interim balance sheet of

Autopistas del Sol S.A. as of June 30, 2010, and the related statements of operations, of changes in shareholders’ (deficit) equity and of cash flows for the six-month period then ended, as well as the complementary notes 1 through 11 and exhibits A, D.1., D.2., E, G, H, and I. The preparation and issuance of these financial statements are the responsibility of the Company’s Management.

2. Our review was limited to the application of the procedures established by Technical

Resolution No. 7 of the Argentine Federation of Professional Councils in Economic Sciences for limited reviews of interim financial statements, which mainly consist in the application of analytical procedures to the amounts disclosed in the interim financial statements and inquiries of Company staff responsible for the preparation of the information included in the interim financial statements and of its subsequent analysis. The scope of this review is substantially smaller than that of a financial statement audit, whose purpose is to issue an opinion on the financial statements under review. Accordingly, we do not express an opinion on the Company’s financial position, the results of its operations, changes in shareholder’s (deficit) equity and cash flows.

3. As explained in Note 2) c) to the accompanying financial statements and according to the

regulations of the regulatory authority, the Company discontinued inflation accounting as from March 1, 2003. However, as per Resolution N° 041/2003 issued by the Consejo Profesional de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires (the Professional Council in Economic Sciences of the Autonomous City of Buenos Aires) inflation accounting should have been applied through September 30, 2003. Had inflation accounting been applied through September 30, 2003, the Company’s shareholders’ deficit as of June 30, 2010 would have been approximately Ps. 47.8 million (approximately

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Ps. 13.9 million, deficit, as of December 31, 2009) and net loss for the six-month period ended June 30, 2010 would have totaled approximately Ps. 33.9 million (approximately Ps. 97.7 million, loss, for the six-month period ended June 30, 2009).

4. As mentioned in Note 1.1) to the accompanying financial statements, the provisions of the

Law on Economic Emergency and Exchange System Reform and other regulations issued after December 31, 2001, primarily those relating to the amendments to the Concession Contract originally entered into with the Argentine Government and the devaluation of the Argentine peso, have had an adverse impact on the Company’s business and its financial condition. . At June 30, 2010, the Company has a shareholders’ deficit and therefore falls within the provisions of section 94, subsection 5, of the Argentine Business Entities Law No. 19,550 (dissolution for loss of capital stock). In connection with the Concession Contract, on March 15, 2006, the Executive Branch ratified through Decree No. 296/06 the Contract Renegotiation Agreement (“CRA”). The CRA provided for partial measures to restore the contract and for the increase in toll rates for certain vehicle categories. Also, the CRA established that the so called Contract Review Instance (which would establish the necessary measures to restore the economic and financial equation of the Concession) was to be completed by June 30, 2006. After almost three years of actions being taken up by the Company before the pertinent authorities aimed at implementing the measures related to the rate adjustments and reassessments included in that Agreement, Decree No. 2322/08 of Executive Branch approved the new rate schedule applied only to category 2 (light vehicles) as from January 10, 2009 and until December 13, 2009. Finally, by virtue of Decree No. 1949/09 of the Executive Branch and DNV Resolution No. 2736/09, the rate schedule applicable as from December 14, 2009 partially recognized the price variation recorded until May 2009 only for category 2 of vehicles. At the date of these financial statements, the application of the rate adjustments mentioned in those Decrees for the remaining vehicle categories and those that should be applied due to price variations through June 2009 are still pending. In addition, the Contract Review Instance, which should have been completed after successive postponements before April 30, 2010, is still pending completion.

As regards the devaluation of the Argentine peso, the Company has held and continues to hold a significant liability position in foreign currency, which has generated losses for Ps. 41.5 million in the six-month period ended June 30, 2010 (Ps. 109.7 million, losses, for the six-month period ended June 30, 2009).

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Based on the assumption of a favorable outcome of the abovementioned Contract Review Instance and traffic projections linked to estimates of future economic growth, management prepared its economic and financial projections of rates, investments and future cash flows. At the date of issue of these financial statements, there can be no assurance as to the scope, timing and impact of the Contract Review Instance, or the future development of the Argentine economy to verify whether the assumptions used in preparing the projections will materialize in the future, and consequently, their impact on the future recoverability of the book values of investments in concession and fixed assets, which amount to Ps. 1,176.9 million and Ps. 6.3 million, respectively at June 30, 2010 (Ps. 1,229.7 million and Ps. 6.6 million, respectively at December 31, 2009).

5. As further explained in Notes 1.2), 8 and 11 to the accompanying financial statements, the

Company’s Board of Directors approved on November 9, 2009 the preparation of a proposal to Bondholders with the aim to reach a new profile for its financing structure, suspending the payments relating to the Corporate Bonds as from November 23, 2009. On January 12, 2010, the terms and conditions of the restructuring proposal, which was published on that date, were approved. After successive extensions and modifications to the original proposal, the term for financial creditors to express their willingness to adhere to it expired on August 9, 2010. The proposal had a level of adherence of 94.9% of the capital of the Outstanding Corporate Bonds, which enabled the Company to conclude the debt restructuring process through a voluntary out-of-court exchange with the holders of the Outstanding Corporate Bonds who gave their consent.

Consequently, the Company’s Board approved the terms and conditions of the exchange, including the issuance of new debt securities. At the date of these financial statements, the authorizations required by the control authorities to enable that exchange have not yet been obtained.

At June 30, 2010, the Company’s debt for these Corporate Bonds amounts to US$ 331.8 million, on which it failed to pay principal and interest at maturity for US$ 31.3 million. International Accounting Standard No. 1 (“IAS 1”), supplementary to Argentine accounting standards, establishes that when a provision of a long-term loan agreement is breached with the effect that the liability becomes payable on demand, the liability shall be disclosed as current as creditors may accelerate the maturity terms irrespective of their original due dates. Consequently, the Company classified its entire financial debt within current liabilities at June 30, 2010 and December 31, 2009.

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6. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and that the steps taken to renegotiate the concession contract and restructure the financial obligations undertaken will be successful. Therefore, these financial statements do not include the effects of any potential adjustments and reclassifications, that might be required if the above situations are not resolved in favor of continuing activities and the Company were obliged to sell its assets and settle its liabilities, including contingencies, in condition other than those of the normal course of its business. Consequently, the Company’s financial statements should be read in light of these uncertain circumstances.

7. Due to the effect on the interim financial statements of possible adjustments and reclassifications, if any, that might arise if the uncertainties described in paragraphs 4. to 6. above were resolved, we are not in a position to express, and therefore, we do not express any conclusion on the interim financial statements of Autopistas del Sol S.A. at June 30, 2010 detailed in paragraph 1., prepared in accordance with professional accounting standards in force in the Autonomous City of Buenos Aires.

8. The comparative information included in the balance sheet and the complementary notes

and exhibits of these interim financial statements, derives from:

a. The Company’s financial statements at December 31, 2009, that were audited by us, and on which we did not express any opinion due to the effects of possible adjustments and reclassifications that might be required from the resolution of the situations described in paragraphs 4. to 6. above;

b. The Company’s financial statements at June 30, 2009 that were reviewed by us, with a

disclaimer of opinion issued on August 5, 2009, due to the effects of possible adjustments and reclassifications, if any, that might have been required had the uncertainties related to (i) the recoverability of the net deferred tax assets and the net minimum notional income tax credits recorded at June 30, 2009, amounting to $ 26.8 million and $ 32.1 million, which were provided for in the third quarter of 2009, as mentioned in Note 2 s) to these quarterly financial statements; and (ii) circumstances similar to those mentioned in points 4. to 6. of this report, been resolved.

9. In compliance with the current legal requirements, we further report that:

a) the financial statements of Autopistas del Sol S.A. have been transcribed into the

“Inventory and Balance Sheet” book and comply with the provision of the

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Commercial Companies Law, and the relevant resolutions of the National Securities Commission;

b) the financial statements of Autopistas del Sol S.A. arise from accounting records carried

in all formal respects, in conformity with legal regulations; c) we have read the summary of activity and the additional information to the notes to the

interim financial statements required by Section 68 Chapter IV (Accounting information) of the Listing Regulations of the Buenos Aires Stock Exchange, on which, in those matters that are within our competence, we have no other observations to make other than (i) those indicated in paragraphs 3., 4., 5. and 6. and (ii) the information at June 30, 2009, 2008, 2007 and 2006 does not recognize the changes in the purchasing power of the currency for the period from March 1, 2003 to October 1, 2003;

d) at June 30, 2010, the debt of Autopistas del Sol S.A. accrued in favor of the Argentine

Integrated Social Security System according to the accounting records amounted to Ps. 2.4 million, none of which was claimable at that date.

Autonomous City of Buenos Aires, August 10, 2010 PRICE WATERHOUSE & CO. S.R.L.

By (Partner)

AUTOPISTAS DEL SOL S.A. INTERIM FINANCIAL …06-10... · INTERIM FINANCIAL STATEMENTS AS OF JUNE...

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