A N N U A L R E P O R T

2 0 0 3

LETTER FROM THE CHAIRMAN 4

COMPANY PROFILE 6

Corporate Data

Incorporation Documents

Contact Particulars

OWNERSHIP STRUCTURE AND GOVERNANCE 8

Ownership Structure

Controlling Shareholders

Changes in Ownership Structure

MANAGEMENT AND PERSONNEL 10

Corporate Structure

Board of Directors

Administration

Personnel

Board of Directors and Top Management Remuneration

CORPORATE BUSINESSES AND ACTIVITIES 14

Chilean Economy Outlook andInfrastructure Sector Opportunities

History

Description of the Company’s Sector of Involvement

Description of Corporate Businesses and Activities

Research & Development

EXPOSURE FACTORS 29

INVESTMENT AND FINANCING POLICY 30

T A B L E OF C O N T E N T S

MANAGEMENT OVERVIEW 31

Technical Management

Electronic System Management

Administrative and Operating Management

Financial Management

Commercial Management

Legal Management

QA and Environmental Management

INFORMATION ON SUBSIDIARIES AND AFFILIATES 46

NET EARNINGS AND DIVIDEND POLICY 46

STOCKS TRANSACTIONS 47

SUMMARY OF STOCKHOLDERS’ COMMENTSAND PROPOSALS 47

HIGHLIGHTS 48

CONSOLIDATED BALANCE SHEET 50

CONSOLIDATED STATEMENT OF CASH FLOWS 53

NOTES TO THE CONSOLIDATEDFINANCIAL STATEMENTS 54

REASONED ANALYSIS OF THEFINANCIAL STATEMENTS 78

ANNUAL REPORT EXECUTION ANDPROXY STATEMENT 82

Central will be 100% operative, with 60 kilometers of

express ways and over 80 km of service roads, 4500

street light poles, 24-hour service en route, in brief, a

high quality and service standard highway available

to our customers.

2003 brought along major milestones as to making

the Autopista Central highway project into a service

company. Sociedad Concesionaria Autopista Central

obtained ISO 9001:2000 International Certification

for the Highway and Electronic Toll System design

and Road Construction, Maintenance and Security

management, all in all, encompassing the processes

involved in corporate management in their entirety.

Accordingly, this certification has caused Autopista

Central to be acknowledged worldwide. We are

currently a company renowned for its high-quality

design, electronic toll system, road construction,

maintenance and security. This major achievement

is the result of the great effort and commitment of

our human team and comes to strengthen our original

goal to keep moving forward along the quality and

service road our users deserve.

During this period, efforts were also deployed in

enhancing our customer database. Accordingly, by

late 2003, our database contained as many as

250,000 license plates, also including location and

other vehicle owner data, which supported our

decision to start distributing Tags in advance.

In terms of communications, we carried out an

advertising campaign aimed at disseminating work

progress and we have endured our open-doors policy

with regard to the community and mass media,

based on the notion that we are a service company

devoted to its future customers. Also in this field, we

should highlight the Viajero Líder (Leader Traveler)

campaign, which is oriented to pinpointing our future

frequent travelers and invite them to join us as the

first players interacting with the Free Flow technology

Autopista Central will be a pioneer of in Chile.

Our main concern for the role Autopista Central plays

as a corporate neighbor was ratified with the second

year of the “Yo Me Manejo” (I Conduct Myself) Road

Education Campaign, as part of which over 300

different activities in 150 schools, through which traffic

safety advice was taught to over 38,000 elementary

school students.

I would like to thank the Autopista Central team

consisting of highly ski l led professionals and

technicians who have done an excellent job in

meeting the requirements involved in a major piece

of work like our highway. I would also like to

acknowledge the collaboration of Constructora

Norte Sur and all our vendors, advisors and

consultants, the commitment of which has been

critical for achieving the goals we have attained

over this period.

Finally, I would also like to acknowledge the work of

the Ministry of Public Works authorities and the

permanent support and assistance Carabineros de

Chile has offered us.

I I am pleased to address you on behalf of the Board of Directors of

Autopista Central S.A. in order to report on the corporate management

and the economic environment prevailing during fiscal 2003.

When shareholders undertook this project, they assessed its outlook and

development beyond the particular economic variations the local

economy might be subject to. Chile is a country showing clear signs of

strong progress along the social and economic development road that

distinctly raise it as a final destination for major infrastructure, technology

and services projects.

Autopista Central’s performance during 2003 clearly evidences such

situation.

In terms of financial management, Autopista Central performed the

largest bond issue in the history of road concessions for as much as USD

602.6 million. Such an issue raised Autopista Central as the local leader

and placed it ahead of its counterparts in Latin America with regard

to international financing and as a dependable player in the eyes of

urban road concession users. At the same time, this move ensured

resource availability that will be allocated to long-term financing and

consolidation of an urban highway model project.

Construction works over 2003 showed significant progress, which allowed

us to provide Santiago with new road connections, some highlights of

which are as follows: sub-grade junctions at Calera de Tango, Lo Herrera,

Catemito, 14 de la Fama, Zapadores, Puerto Montt, Cardenal Caro, Lo

Blanco, Colón, all of which marked the end of traffic lights and highly

jammed roads. In short, 2003 saw the implementation of 10 overpasses

and sub-grade junctions that helped the city to be connected from

south to north by means of new bridges and structures of great

complexity. Vehicle and pedestrian bridges were laid from east to west,

featuring higher conditions of security and green areas and playgrounds

were developed were unauthor ized dumps used to exist .

By the first half of 2004, Greater Santiago dwellers will be able to enjoy

60% of newly operating express ways and the subsequent benefits they

carry along, such as shorter travel times, enhanced security and use of

a world-class highway. Moreover, we are soundly moving forward to

enabling the intelligent traffic and collection systems that are an integral

part of the project’s technology edge. For the first half of 2006, Autopista

L E T T E R FROM

THE C H A I R M A N

Enrique Rey MonteagudoChairman

Hoy somos una

empresa de

reconocida calidad

por el diseño,

sistema de peaje

electrónico,

gestión de

construcción,

mantenimiento y

seguridad vial de

nuestra Autopista.

TIncorporation Documents

The company was incorporated by means of a public deed executedon February 22, 2001, before Santiago Notary Public, Mr. José MusalemSaffie. An abstract of the aforementioned deed was placed on recordin the Commercial Register of the Santiago Real Estate Registrar, on page5646, under No. 4564 corresponding to 2001 and published in the OfficialGazette, Edition No. 36.900 of February 28, 2001. The company’s termshall be at least consistent with the concession period referred to undersection 1.7.6 in the Bidding Documents of Sistema Norte-Sur Concession,plus two (2) years.

Corporate Data

Corporate Name:

Sociedad Concesionaria AutopistaCentral S.A.

Business Name:

Autopista Central

Legal Domicile:

San José 1145, San Bernardo,Santiago.

Tax ID Number:

96.945.440-8

Company Type:

Closely held corporation inscribedunder No. 746 in the SecuritiesRegister held by Superintendenciad e V a l o r e s y S e g u r o s(Superintendence of Securities andInsurance).

External Auditors:

P r i c e W a t e r h o u s e C o o p e r s .

Contact Particulars

Headquarters Address:

San José 1145, San Bernardo,Santiago.

Main Job Site:

Panamericana Norte 5364,Conchalí, Santiago.

Salesianos Job Site:

José Joaquín Prieto 4260,San Miguel, Santiago

Telephone #:

(56 – 2) 4707500

Fax #:

(56 – 2) 4707609

E-mail:

autopista@autopistacentral.cl

Web Site:

www.autopistacentral.cl

C O M P A N Y P R O F I L E

ASociedad Concesionaria AutopistaCentral S.A. is directly andindirectly controlled by means ofa shareholders agreement for jointoperation, duly placed on recordon corporate filings, made andentered into by and betweens t a k e h o l d e r s D r a g a d o sConcesiones de InfraestructurasS . A . a n d S k a n s k aProjecktutveckling Sverige AB, asmembers of one single controllingshareholder, holding a 96% stakein Autopista Central altogether.

Dragados Conces iones deInfraestructuras S.A., has a 48%stake in Autopista Central, bothdirectly and indirectly throughInversiones Nocedal S.A., acompany controlled thereby

which is also involved in theaforementioned shareholdersagreement for joint operation.

Skanska Projektutveckling SverigeAB holds a 48% stake in AutopistaCentral , both di rect ly andindirectly through Skanska BOT(Chile) S.A., a company controlledthereby which is also involved inthe aforementioned shareholdersagreement for joint operation.

Other shareholders are EmpresaConstructora Belf i S.A. andEmpresa Constructora Brotec S.A.,which are also owned by thecontrolling shareholder, althoughthese two companies do not playa decision-making role in AutopistaCentral.

On the other hand, DragadosConcesiones de InfraestructurasS.A. is a Spanish corporation, themajor stakeholder of which is ACS,Actividades de Construcción yServicios S.A. by holding a 99.99%interest in such company. Theremainder stocks of DragadosConcesiones de InfraestructurasS.A. are owned by Novovilla S.A.

In addition, Skanska AB, a Swedishcorporation the stocks of whichare traded at the Stockholm StockExchange (Stochohms Fondbörs),is the final controlling stakeholderowning Skanska ProjektutvecklingSverige AB in its entirety. SkankaAB stocks bear a free float statusat all the stock exchanges werethey are traded.

SubscribedShareholder Tax ID No. &Fully-paid Interest

Shares %

Dragados Concesiones de Infraestructuras S.A 59.102.960-6 14.500.000 25,00%

Skanska Projektutveckling Sverige AB 59.086.850-7 14.198.400 24,48%

Inversiones Nocedal S.A. 96.814.430-8 13.340.000 23,00%

Skanska BOT (Chile) S.A. 96.931.460-6 13.641.600 23,52%

Empresa Constructora Belfi S.A. 93.562.000-9 1.160.000 2,0%

Empresa Constructora Brotec S.A. 93.706.000-9 1.160.000 2,0%

Total 58.000.000 100,00%

Ownership Structure

As of 31.12.03, the Corporate ownership structure was as follows:

Changes in OwnershipStructure

On December 9, 2003, the transferof 14,500,000 subscribed and fully-paid shares, owned by stockholderGrupo Dragados S.A. wereinscribed in the ShareholderRegister of Autopista Central S.A.Stocks were t ransferred toDragados Conces iones deInf raest ructuras S .A. , as aconsequence of which, thiscompany currently holds a 25%interest in Autopista Central. Theaforesaid transfer was authorizedby means of DGOP Resolution No.2754, dated November 21, 2003.

Controlling Shareholders

Dragados Concesiones deInfraestructuras S.A

Skanska ProjektutvecklingSverige AB

Inversiones Nocedal S.A.

Skanska BOT (Chile) S.A.

Empresa ConstructoraBelfi S.A.

Empresa ConstructoraBrotec S.A.

O W N E R S H I P S T R U C T U R E AND G O V E R N A N C E

ARegular Directors

Enrique Rey MonteagudoChairmanTax ID No. 14.748.444-5Technical Engineer, major in Civil Construction

José Alberto TrujilloVice-PresidentMaster of Business Administration degree (MBA)

Manuel García BueyDirectorRoad, Canal and Port Engineer

Bert-Ove JohanssonDirectorBachelor of Economic Science

Enrique Elgueta GálmezDirectorTax ID No. 4,553,8400Civil Constructor

Alternate Directors

Antonio de la Llama CampilloRoad Road, Canal and Port Engineer

Alf AnderssonPublic Accountant

José Luis Pérez IturriagaIndustrial Engineer

Marcelo PalacioCivil EngineerMaster of Business Administration

Patricio Browne CovarrubiasTax ID No. 5,065,899-6Civil Engineer

The Directors whose Tax ID No. has not been statedaccount for foreign citizens not residing in Chile, hence,they do not have a National ID Card No.

Chairman

Enrique Rey MonteagudoTax ID No. 14.748.444-5Technical Engineer, major in CivilConstructionEscuela Universitaria de IngenieríaTécnica de Obras Públicas deMadrid, Spain (School of PublicWorks Technical Engineering)

Chief Technical Officer (CTO)

Johan NilssonTax ID No. 14,747,1580Master of Civil Engineering degreeLund Institute of Technology,Sweden

Chief Operating Officer

Olle TronsénTax ID No. 21.378.626-1Master of Business AdministrationStockholm University

Chief Financial Officer

Fernando AlonsoTax ID No. 21,152,8680Bachelor of Law andAdministrationBachelor of Business AdministrationUniversidad Pontificia de Comillas,España

Electronic System Manager

Salahdin YacoubiTax ID No. 48,079,748-5Ph.D. in Measurement andInstrumentation SystemsUniversity of Bordeaux, France

Human Resources & QA Manager

Christian Barrientos RivasTax ID No. 10,381,242-9Civil Industrial EngineerPontificia Universidad Católica deChileMaster of Business Administrationdegree (MBA)University of Southern California,United States

Commercial & MarketingManager

Mauricio Avendaño GuerraTax ID No. 7,063,215-2Civil Electrical EngineerUniversidad de ChileMaster of Marketing andCommercial Management degreeEscuela Superior de Estudios enMarketing de Madrid, Spain(Madrid Higher School ofMarketing Studies)

Legal Counsel

Carolina Morales BaierTax ID No. 11,347,757-1LawyerUniversidad Diego Portales, Chile

Board ofDirectors

Autopista CentralBoard of Directorsencompasses fiveRegular members

and thecorresponding

Alternate Directors.Directors hold this

position for a 3-year term. The

Members ofAutopista CentralBoard of Directors

are as follows:

Corporate Structure

The corporate structure consists ofa CEO, three Officers and fourM a n a g e r s , a s s p e c i f i e dhereinbelow:

• Chief Technical Officer (CTO)

• Chief Operating Officer (COO)

• Chief Financial Officer (CFO)

• Electronic System Manager.

• Human Resources and QAManager

• Commercial & MarketingManager

• Legal Counsel

Administration

As of 31.12.03, theCompany has been

managed by thecorporate executives

individualizedhereinbelow:

M A N A G E M E N T AND P E R S O N N E L

PTop officers and managers 8

Professionals 97

Technicians 47

Administrative Personnel 5

Total 157

Personnel

As of 31.12.03, the corporatepersonnel consisted of 157employees distributed accordingto the fo l lowing st ructure:

Pursuant to what shareholdershave timely agreed, CorporateDirectors are not compensated bythe Company and they do notreceive any remuneration forperforming duties or tasks in excessof those inherent to their positionor expenses incurred in thereby,trip allowances while performingin their capacity or benefits.

On the other hand and with regardto corporate top officers andmanagers, during fiscal year 2003,the Company paid as much asCLP 1,482,818,240 in directly hiringand recruiting new employees oras a result of outsourcing contracts.

BOARD OF DIRECTORS AND TOP MANAGEMENT REMUNERATION

Construction OfficerEnrique Sebastiá

Technical OfficerMarcelo Consolo

Maintenance& Upkeep Officer

Jorge Villarroel

Road SafetyManager

Christian Carvacho

TechnicalDepartment Head

Enrique Alegría

ChairmanEnrique Rey

Chief Technical OfficerJohan Nilsson

Chief Administrativeand Operations Officer

Olle Tronsén

Chief Financial OfficerFernando Alonso

Electronic SystemsOfficer

Salahdin Yacoubi

Chief HumanResources Officer

Christian Barrientos

Chief Commercialand Marketing Officer

Mauricio Avendaño

Legal CounselCarolina Morales

Accounting, Taxand Cash Manager

Ricardo Parada

Procurement ManagerJuan Andrés Courderier

Operations ManagerJuan Astudillo

Deputy FinancialOfficer

Javier Ramírez

AdministrativeAudit ManagerFernando Becerra

Public Relations& Marketing Manager

María Irene Soto

Customer RelationsManagerPatricio Mir

Corporate & NewCustomers Manager

Edmundo Moya

Human ResourcesManager

Cecilia Olcese

Qa & EnvironmentalManager

Braulio González

Electronic TollingSystems Manager

Carlos Paratori

Central Electronic TollingOperations Manager

Carlos Echeverría

IT &Telecommunications

Manager

Traffic ControlSystems Manager

Gustavo Divín

IT MaintenanceManager

ConstructionControl Manager-Segments B & C1

Wladimir Morales

Construction ControlManager-SegmentsA, D, C2, E, F & G

Antonio Reyes

TChilean Economy Outlook and Infrastructure SectorOpportunities

The Chilean economy has showed favorable performance as comparedto other emerging countries, which has resulted from a number ofsignificant structural reforms implemented over the last 30 years. Thesereforms were oriented to boosting the market’s role, opening the localeconomy to foreign trade and providing the private sector with increasingmarket shares. In particular, the goal of achieving and enduringmacroeconomic stability has acted as the core structure of the policiesimplemented along the entire period. These policies have evidencedendurance of a sound fiscal policy that goes hand in hand with a self-governing Central Bank that clearly pursues price stability. On the otherhand, these policies helped cut inflation dramatically and fostered fastgrowth, the outcome of which was productivity and investmentimprovement that cause per capita income to grow two-fold in a 13-year period, which currently places Chile at the very top of Latin America.

The good economic performance observed along the 80s caused thefollowing administrations to validate the core items of this economicmodel, thus fostering pro-market policies and favoring fiscal discipline.In addition, private capital injection was boosted through road, port andairport infrastructure concessions. All the aforementioned became evidentwhen the Chilean economy grew by an average of 7.6% along the 1986-1997 period, a rise that is mostly explained by increased input productivity.Inflation, in turn, dropped significantly from some 26% by the mid 80s tomerely 6% in 1997, meanwhile the average unemployment rate fell froma bit over 12% down to 6.1% during the same period.

The high growth period experienced by the Chilean economy until 1997translated into major progress in social indicators, such as elementaryand secondary education coverage, life expectancy, literacy rate anda lower infant mortality. Further, the poverty level plunged from 40% in1987 to 17% in 1998, which accounts for the lowest rate in the wholeregion.

Nevertheless, as of 1998, the high growth period referred to above wasbrought to a halt as a consequence of the successive crises taking placein Asia, Russia and Brazil, followed by worldwide downturn and majorregional turmoil prevailing in the most recent years.

Notwithstanding the aforementioned, the sound institutional andmacroeconomic framework prevailing in Chile allowed the country toovercome these adverse situations and keep along the positive growthtrack, yet at a more moderate pace along the 1998-2002 period, whichresulted in the country to grow by an annual 2.4%. In addition, over thelatest months, the Chilean economy has showed favorable evolution,which not only speaks of a recovery trend, but also has gradually ratifiedthe notion that a downturn is highly unlikely. At the same time, theeconomic activity became strengthened by consumption recovery, whileinvestments experienced a somehow weaker performance, as they failedto sustain an invigorating pace during the year.

The fiscal and monetary structures,the latter being evidenced by anexplicit inflation goal policy, hasallowed the price stability processto grow increasingly consolidatedover the last six years, thusreaching lower and more stableinflation rates hovering at 3%. Theparticular evolution showed by theprice of certain products during2003 as a result of the plungingprices of some energetic products,as well as the ongoing margincontraction and the significant riseof the Chilean peso observedalong last year resulted in anannual inflation rate to merelyreach 1.1% during 2003.

The strong recovery sustained bythe American economy since thesecond half in 2003, along with thegreat dynamism showed by alarge port ion of Asia, leadestimations to forecast worldeconomy growth to attain 4%approximately in 2004, whichaccounts fo r over ha l f apercentage point above the rateshown in 2003. this situation shouldhelp most emerging economies tocause their growth rates to bespurred by their export sectors, thatwould profit from increasedexternal demand and higherprices. On the other hand, the

greater stability observed all overLatin America, particularly in Brazil,lead forecasts to hold it is highlylikely that capital injection isboosted within this region, mainlytowards stable economies, like theChilean one. This favorableworldwide outlook adds the FreeTrade Agreements Chile hasexecuted with Europe and theUnited States, which are currentlyin full force and should translateinto strong economic growth inthe coming years.

In this context, the Chileaneconomy is likely to continueshowing recovery signs over theearly months in 2004. It should alsobe pointed out that this processshould be consolidated along theyear while boosted by worldeconomy recovery, improvedexchange terms by 9% and agreatly expansive monetary policythat should remain s tablethroughout the year. On the otherhand, growth in 2004 shouldremain bullish, as a result of whichforecasts range from 4% to 5%growth. Dynamic exports shouldbecome again the largely decisivefactor for this growth, which areexpected to grow by 7%;consumption, in turn, shouldremain on the rise throughout the

year to reach rates in excess of6%, while investment would onlyrecover gradually.

As to the inflation rate, the Chileaneconomy should gradually showregularization of prices andmargins as the economy movesforward to recovery and asforeseen by authorized sources, toattain an annual rate hovering at2% by December 2004. Theforegoing outlook should take theinflation rate to average 3% overthe coming years, which isconsistent with the goal set by theCentral Bank.

As long as the worldwide economydoes not experience significantcontractions and should theChilean economy succeed ink e e p i n g m a c r o e c o n o m i cbalance, progress in overcomingthe challenges it is still subject to–basically relying on more skilledand flexible manpower allowingthe benef i ts of f ree t radeagreement s to be takenadvantage of- the local economyis likely to resume an investmentand improved productivity cyclesufficiently sound to sustain growthrates ranging from 4.5% to 5% after2004.

C O R P O R A T E B U S I N E S S E S AND A C T I V I T I E S

History

By means of Executive Order No.4153 of the Ministry of Public Works,dated September 14, 2000, aspublished in the Official Gazette,edition No. 36.853 of January 4,2001, the Concession Agreementfor the development, upkeep andoperation of the fiscal public workreferred to as “Sistema Norte - Sur”was awarded to the BiddingConsortium known as “AutopistaNorte - Sur S.A.”, consisting of thefollowing companies: GrupoD r a g a d o s S . A . , S k a n s k aProjektutveckling & Fastigheter AB,Empresa Constructora Brotec S.A.and Empresa Constructora BelfiS.A., all of which incorporated“ S o c i e d a d C o n c e s i o n a r i aAutopista Norte - Sur S.A.- Sur S.A.”,by means of a public deed datedFebruary 22, 2001, an abstract ofwhich was inscribed on page 5646under No. 4564, in the CommercialRegistry of the Santiago Real EstateRegistrar corresponding to 2001and was further published in theOfficial Gazette's edition ofFebruary 28, 2001. The relevantawarding decree was executedand authenticated at SantiagoNotary Public's Office of Mr. JoséMusalem Saffie, placed on recordunder No. 2517/2001 of March 19,2001. The above-mentioneddocuments were submitted to theMinistry of Public Works in duemanner and within regulatoryterms, thus fully complying with theprovisions referred to under article9 in DFL MOP No. 164 (Decree withthe force of a law issued by theMinistry of Public Works) of 1991.

Pursuant to Resolución D.G.O.P.Nº 1739 (Exenta) (ExemptResolution of the General PublicWorks Director), dated June 27,2001, the Concessionaire wasauthorized to change its corporatename to “Sociedad ConcesionariaAutopista Central S.A.”. By virtueof such authorization, on July 30,2001, the minutes of the specialmeeting of shareholders of theConcessionaire was abridged toa public deed, which is placed onrecord under No. 8385-2001 atSantiago Notary Public’s Office ofMr. José Musalem Saffie, being thea f o r e m e n t i o n e d D . G . O . P .Resolution included therein, thusfulfilling the agreements reachedby shareholders on occasion oft h e S p e c i a l M e e t i n g o fShareholders held on June 27,2001. During such meeting,shareholders agreed on replacingthe corporate name for by“ S o c i e d a d C o n c e s i o n a r i aA u t o p i s t a C e n t r a l S . A . ” ,considering the core factors of itsoperation, such as stability, corebusiness and convergence,among others. An abstract of theaforementioned public deed wasinscribed on page 20117, underNo. 11156, in the CommercialRegistry of the Santiago Real EstateRegistrar corresponding to 2001and was further published in theOfficial Gazette’s edition of August9, 2001 and placed on record onthe margin of the registrationreferred to hereinabove.

Pursuant to D.G.O.P. Resolution No.1512 (Exempt), dated August 6,2002, the Concessionaire wasauthorized to change its legaldomicile. By virtue of the aforesaid

authorization, the minutes of thespecial meeting of shareholdersof the Concess ionaire wasabridged as a public deed onAugust 16, 2002, which has beenduly placed on record under No.N° 8.977-2002 at Santiago NotaryPublic’s Office of Mr. José MusalemSaffie, being the aforementionedD.G.O.P. Resolution includedthere in , thus fu l f i l l ing thea g r e e m e n t s r e a c h e d b yshareholders on occasion of theSpecial Meeting of Shareholdersheld on August 5, 2002. During suchmeeting, shareholders agreed onreplacing article two in thec o m p a n y ’ s a r t i c l e s o fincorporation for as follows: “TheCompany shall be henceforthd o m i c i l e d i n S a n t i a g o ,Metropolitan Region, regardless ofthe agencies or branch offices theboard of directors may decide toopen in other cities along thecountry or abroad”. An abstractof the aforementioned publicdeed was inscribed on page23588, under No. 19173, in theCommercial Registry of theSantiago Real Estate Registrarcorresponding to 2002 and wasfurther published in the OfficialGazette’s edition of September 7,2002 and placed on record on themargin of registration on page5646, No. 4564 of the CommercialRegistry of the Santiago Real EstateRegistrar corresponding to 2001.

Pursuant to D.G.O.P. Resolution No.2812 (Exempt), dated 26.11.03, theConcessionaire was authorized tochange its legal domicile. By virtueof the aforesaid authorization, theminutes of the special meeting of

shareholders of the Concessionairewas abridged as a public deedon November 27, 2003, which hasbeen duly placed on record underNo. N° 14.618/2003 at SantiagoNotary Public’s Office of Mr. JoséMusalem Saff ie, being thea f o r e m e n t i o n e d D . G . O . P .Resolution included therein, thusfulfilling the agreements reachedby shareholders on occasion oft h e S p e c i a l M e e t i n g o fShareholders held on November25, 2003. During such meeting,shareholders agreed uponmodifying the corporate addressby replacing article two in thec o m p a n y ’ s a r t i c l e s o fincorporation for by as follows:“The Company shall be henceforthdomiciled in Santiago, MaipoProvince, Metropolitan Region,regardless of the agencies orbranch offices the board ofdirectors may decide to open inother cities along the country orabroad”. An abstract of theaforementioned public deed wasinscribed on page 36292, underNo. 27512, in the CommercialRegistry of the Santiago Real EstateRegistrar corresponding to 2003and was further published in theOfficial Gazette’s edition ofNovember 29, 2003 and placedon record on the margin ofregistration on page 5646, No. 4564of the Commercial Registry of theSantiago Real Estate Registrarcorresponding to 2001, as aconsequence of which thecorporation was reinscribed onpage 168, reverse, under No. 170in the Commercial Registry of theSan Bernardo Real Estate Registrarcorresponding to 2003.

The Company is involved in theurban road Concession business,which is regulated by means ofparticular standards and norms,which encompass the followinginstruments:

• Sistema Norte-Sur InternationalConcession Bidding Documentsand clarification reports thereto,p r o v i d i n g d e s i g n , w o r kconstruction and concessionoperation terms.

• Executive Order No. 4153 issuedby the Ministry of Public Works(MOP) on September 14, 2000,whereby the concession isawarded.

• Executive Order MOP No. 900 of1996, Public Works ConcessionLaw Regulation.

• Decree with the force of a lawNo. 850 issued by the Ministry ofPublic Works in 1997, Road Law.

• Executive Order No. 121 of 1982,issued by the Ministry of Transportand Telecommunicat ions,providing that standards on roadsignaling shall be implemented.

• Executive Order No. 150 of 2000,issued by the Ministry of Transportand Telecommunications, TrafficSigns Manual.

• Executive Order No. 20 of 2001,issued by the Ministry of Transportand Telecommunications, TrafficSigns Manual.

• Sistema Norte-Sur EnvironmentalImpact Study, November 1999.Ministry of Public Works.

• Exempt Resolution No. 376“Sistema Norte-Sur ProjectEnvi ronmental Rat ing” byComisión Regional del Medio

Ambiente Región Metropolitana(Reg i o na l E nv i r o nmenta lComisión - Metropolitan Region),December 12, 2000.

• Law No. 19.841, modifying theTraffic Law regarding electronictoll collection, enacted onNovember 28 , 2002 andpromulgated on December 19,2002.

• Law No. 18.287 providingregulatory procedures at firstinstance trial courts, enacted onNovember 28 , 2002 andpromulgated on December 19,2002.

• Executive Order No. 558 issuedby the Ministry of Public Works(MOP) on May 30, 2003, wherebythe Supplementary AgreementModifying the ConcessionContract of the Public Workreferred to as “Sistema Norte –Sur” was adopted, hereinafterreferred to as SupplementaryAgreement No. 1, executed onMay 29, 2003, by and betweenthe General Publ ic WorksDirector’s Off ice and theConcessionaire and regulatingnew works, form of payment andother compensations in favor ofthe concessionaire.

• Supplementary Agreement No.2, executed on December 10,2003, by and between theGeneral Public Works Director’sOffice and the Concessionaire,for the purposes of correctingreferential errors existing inSupplementary Agreement No.1, thereby modifying the BiddingDocuments of this Concession,while promulgation of theExecutive Order enforcing itremains yet to be formalized.

Description of CorporateBusinesses and Activities

The direct service area of thisconcession encompasses thefollowing distr icts: Quil icura,Conchal í , Independenc ia ,Reco leta , Qu inta Normal ,Santiago, Estación Central, PedroAguirre Cerda, Cerrillos, Lo Espejo,San Miguel, La Cisterna, El Bosqueand San Bernardo.

The Concessionaire is currentlysubject to favorable marketconditions:

• Located in Santiago, which holdsover 35% of the country’spopulation.

• This area’s GDP accounts fornearly 40% of the domestic GDP.

• Vehicles using Corredor NorteSur (North – South Corridor) on adaily basis account for over 35%of total vehicles in Santiago.

Over the last decade, themotorization rate has shown anaverage 7.4% annual gross rate inthe Metropolitan Region, i.e., inthe project service area.

The city’s road network has shownpartial improvements that fail tobe consistent with trip increase,which results in congestion periodsthat increasingly lower the level ofservice of the current privatetransport system.

In addition, private investors aremaking large efforts in order toboost the population density ratein urban areas surroundingSantiago downtown, so thatexpansion of the city beyond the

areas currently defined may beprevented.

By means of a modeling processinvolving variables like per capitaincome, Gross Domestic Product,the subjective time values inherentto the several users and the projectservice area, among others, theaverage daily transaction numberby late 2006 has been estimatedat 885,000. On the other hand,based on trip regularity and trafficdata, the Concession potentialnumber of customers has beenestimated at 580,000 for the sameyear.

T h e c o m p e t i t i o n t h eConcessionaire will have to facewill result from the public transportsystem and public use streets,which will account for alternativesavailable to potential users.

Description of the Company’s Sector of Involvement

1%

45% 48%

6%

ABC1 C2 C3 D0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

N° of Customers per Socioeconomic Level

Caracterización de Grupos Socioeconómicos en Santiago

Prospective user georeference map with regard tothe TAG distribution network.

(*Source:Steeve DaviesGleave,based onPotential Userbase surveys).

Segment Santiago Potential DescriptionPopulation % User Base

Population %*

ABC1 10% 1% University degree professionals, usually corporate top managementofficers who live at the most exclusive neighborhoods in the city. Theseusers own two or more vehicles, mostly less than 5 years old.

C2 20% 44% University-degree professionals who live at the traditional districts inthe city, usually in condos. Regularly own one or two average sizevehicles.

C3 30% 49% Teachers, technicians and non-university degree holders. Usuallyaccounting for tradesmen, administrative employees, cab drivers, salespeople and workers. Some of them own a car, however such vehicleis regularly their working tool, such as cabs and vans.

D 33% 6% Incomplete elementary or secondary school degree holders. Living inold densely-populated districts, in small houses. Usually workers andunskilled manpower.

E 7% 0% Living in low-income areas, in small light-material houses. The averageschool level of the family head does not exceed 5th grade.

FalabellaEstación ShellMunicipalidadMallHomecenter SodimacHome StoreOficina AC S.A.

TAG Distribution

Taking into consideration thatAutopista Central is the first urbanhighway placing its tags in themarket, a number of actions wereundertaken over 2003, all of themaimed at achieving customers’satisfaction by means of an earlydistribution of Tags.

A breakdown of the actionsundertaken is as follows:

a) Traffic measurement by licenseplate reading: Regular travelerflow along the Norte – Sur axesand General Velásquez Avenuewere measured based onlicense plate reading in 2001.The total figure measureamounted to 350,350 licenseplates.

b) Customer data enhancement:Based on various databasecrosscheck procedures,including the database kept byRegistro Nacional de VehículosMotorizados (National MotorVehicle Register), a total of250,000 license plates werematched to correspondinglocation and vehicle ownerdata by late 2003. The dataobtained helped support theTag distribution decision bymeans of one-to-one marketingtechniques.

During 2003, a number ofmeasures were taken to simplifyonline registration and personaldata input of Norte-Sur andGeneral Velásquez axes regularusers. It should be noted that30,000 users signed in during2003 through this method,which added to theaforementioned records, resultin an extensive potentialcustomer database.

c) Marketing surveys aimed atsupporting design of the Tagdistribution campaign and jointventures:

• Payment habits of futureAutopista Central customers:Findings in this survey supportedinitial negotiations held over 2003with regard to various collectionmethods available in the market.

• Tag dist r ibut ion networklocalization: A customer servicenetwork for Tag distribution isbeing designed based onvehicle owner location data andon the joint ventures currentlyunder negotiation. This networkconsists of 70 different locationswhere Tags will be distributed.Those 70 Tag distribution pointswill be operating for a maximumperiod of 6 months.

• Operation stage customerservice network location: Anetwork of corporate officebranches (a total of 4) wasestablished in 2003 and 2 morea r e b e i n g a s s e s s e d f o rimplementation in 2004. Locationof branch offices was decidedover vehicle owner addressesand based on automatic utilitypayment facilities available tousers as a result of joint venturesexecuted by Autopista Central.

• Potential customer databaseconsistency check: Supportedb y a c c u r a t e c o m p u t e rprocesses and market researchrelying on statistical techniquesthat allow accuracy of thedatabase to be as high as 95%.

• Socioeconomic level ratingsurveys: This is a critical variablein sorting the highway targetgroup for the purposes ofdesigning the various advertisingpieces, risk estimates involved inthis project, and operation stagecollection processes, amongothers.

• Customer communications: Thecustomer database AutopistaCentral has managed to buildcurrently ensures customeror iented communicat ionsthrough online, telephone andmail ing specif ic activit ies.

Tag Distribution Channel Geographic Location

a) Autopista Central CorporatePurpose

The so le pu rpose o f theConcessionaire is designing,building, maintaining, developing,and operating the fiscal publicwork called “Norte - Sur System”based on a concession approach,a s w e l l a s p r o v i d i n gcomplementary services as setforth in the offer, provided thatthese are authorized by the Ministryof Public Works.

Concessionaire was registered onSeptember 6, 2001 in the SecuritiesRecord under No. 746, inconsequence, it is under thesupervision of the Superintendenceof Securit ies and Insurance.

The in i t ia l capi ta l o f theConcessionaire, as required by the

Bidding Documents, amounts tofifty eight thousand million pesos,divided into fifty eight million ofcommon and registered stockswithout par value, all of them withequal value.

b) Products, Businesses, andActivities

Since the company was under ap r e - o p e r a t i n g s t a g e , t h eC o n c e s s i o n a i r e h a d n o tconducted any business activitiesas of December 31, 2003.

c) Vendors and Customers

During accounting period 2003,the main vendors of AutopistaCentral were as follows:

Autopista Central has subscribedwith its stockholders, GrupoDragados and Grupo Skanska,service supply contracts for tollperception electronic systemareas, for its technical area,financial area, and administrativeand operations area. GrupoSkanska has made its employeesavailable to Grupo Dragados sothat these work in functions at theConcessionaire, providing thusexperience, skills, and technicalr e s o u r c e s a l l o w i n g t h eConcessionaire to develop the“Norte – Sur System” project”.

Since the company was under ap r e - o p e r a t i n g s t a g e , t h eConcessionaire has not perceivedany earn ings or held anyeconomic relationships with itscustomers.

d) Real Estate Properties

As of December 31, 2003, theConcessionaire owns the realestate property located at thecorner of Carretera PanamericanaSur and San José S t reet ,corresponding to Lot 131, of therelevant subdivision plan of thedistrict of San Bernardo.

e) Equipment

As of the pre-operating stage, theequipment owned by theConcessionaire accounts for theimplementation required toproperly develop its activities, suchas, works construction contractmonitoring, provision of relatedserv ices in the road, andadministrative activities. The mostimportant equipment, all of themowned by Autopista Central andin good conditions, are vehicles(30), CPUs and correspondingdisplay (197), laptop computers(20), printers (62), servers (2), anda telephone exchange.

f) Insurance

In order to comply with theprovisions contained in BiddingDocuments, as well as to hold theCompany harmless from possibleeconomic consequences due tothe occurrence of different typesof loss events, Management of theConcessionaire has structured andtaken out an insurance schedulewith wide coverage, through bothlocal and international first classcompanies . Th i s insurancepackage has been effected withRoyal & Sunalliance – Chile, withreinsurance abroad throughAssicurazioni Generali S.P.A.London 50% and Royal &Suna l l ience, London 35%.

This package shall be effective for77 months following July 3, 2001,corresponding to the concessionstart date.

This insurance package basicallyallows for the following coverage:

• All Construction Risk (ACR):providing coverage to damagesto the works caused bycatastrophic events, sabotage,terrorism, design defects and/ormaterial quality.

• All Risk in Pre-existing Propertiesand Works Related to theConcession: providing damagesto assets ass igned to theConcessionaire by MOP at thebeginning of the Concession, aswell as to works finished duringcontract execution, and that,once approved by MOP, areprovided to the Concessionairea s g o o d s r e q u i r e d f o rdevelopment.

• Consequential Loss –“Business Interruption”:providing coverage topossible consequencesto the Concessionairecaused by loss and/ordamages to its assets,which repair and/or

reconstruction may imply delaysin works completion and,therefore, delays in receiving itsfuture income.

• Civil Liability: Covering likelyi n d e m n i f i c a t i o n s t h eConcess ionai re might beobligated to pay for damagesresulting from execution of works,affecting third-party propertyand/or personal injuries occurringwithin the concession servicearea.

• Fixed Assets of theConcessionaire:

- Real Estate: f ire risk andcatastrophic event coveragehas been effected with regardto the Corporate Building,located in the District of SanBernardo. This is an annualcoverage.

- Vehicles: l ight trucks andvehicles of the Concessionaireare provided with “all risk”coverage, such as, damages,civil liability, robbery or theft.

- IT Equipment: these equipmentare covered against possibledamages or losses caused byf i re , l ightn ing, explos ion,unforeseen voltage changes,robbery, water impact, humidity,among others.

Policies are effective for one year.

Vendor Chilean Pesos

CONSTRUCTORA NORTE SUR S.A. 85.138.994.852

MBIA INSURANCE CORPORATION 17.539.967.180

COMBITECH TRAFFIC SYSTEMS 10.792.854.089

SOCIEDAD IBÉRICA DE CONSTRUCCIONES ELÉCTRICAS S.A. 10.146.746.786

CHILECTRA S.A. 2.138.755.904

CITIBANK PROJECT AND STRUCTURED TRADE FINANCE 2.037.681.819

DEBEVOISE & PLIMPTON 1.783.710.000

MILBANK, TWEED, HADLEY & MC CLOY LLP 1.367.511.0000

COMBITECH CHILE S.A. 1.207.482.141

METROGAS S.A. 818.651.026

SKANSKA PROJEKTUTVECKLINK & FASTIGHTER A.B. 810.871.643

DYCTEL INFRAESTRUCTURAS DE TELECOMUNICACIONES S.A. 761.724.166

INGENIERÍA Y CONSTRUCCIÓN ICAFAL LTDA. 682.527.949

GRUPO DRAGADOS S.A. 611.061.093

CLARO Y CÍA. 523.129.251

CÍA. DE TELECOMUNICACIONES DE CHILE S.A. 429.296.422

DEWEY BALLANTINE 416.199.000

COMPAÑÍA ELÉCTRICA DEL RÍO MAIPO S.A. 370.352.223

D.M.R. CONSULTING GROUP (CHILE) S.A. 353.098.780

g) Contracts

Following are the major contractsexecuted during the 2003 period:

C o n c e s s i o n C o n t r a c tSupplementary Agreements

- Executive Order No. 558 issuedby the Ministry of Public Works(MOP) on May 30, 2003, publishedon the Official Gazette’s editionof August 27, 2003, whereby theSupplementary AgreementModify ing the Concess ionContract of the Public Workreferred to as “Sistema Norte –Sur” was adopted, hereinafterreferred to as SupplementaryAgreement No. 1, executed onMay 29, 2003, by and betweenthe General Publ ic WorksDi rector’s Off ice and theConcessionaire and regulating

new works, form of paymenta n d o t h e r

compensations in favorof the concessionaire.

- SupplementaryAgreement No. 2,e x e c u t e d o nDecember 10, 2003,

by and between theGeneral Public Works

Director’s Office and theConcessionaire, for the

purposes of correctingre fe ren t ia l e r ro r s

e x i s t i n g i nSupp lementa ry

Agreement No. 1,t h e r e b y

modifying theB i d d i n gDocumentso f t h i s

Concession, while promulgationof the Executive Order enforcingit remains yet to be formalized.

Bond Indenture

In order to apply for financing forthe works subject matter of theconcession, the Company issuedand placed bonds secured byMBIA Insurance Corporation(hereinafter “MBIA”) as per theterms and conditions providedhereinbelow: (a) in Chile for a totalof UF 13,000,500, based on a 5.30%annual ra te and due onDecember 15, 2026, pursuant tothe Bond Indenture evidenced bya Public Deed dated September25, 2003, which was later modifiedby means of a Public Deed datedOctober 30, 2003, both of themexecuted at Notary Public’s Officeof Mr. Iván Torrealba Acevedo, byand between the Company,Banco de Chi le act ing asRepresentative of the Future UFBondholders and Banco BICE, inthe capacity of Special Managerand Trustee, hereinafter referredto as the “UF Bonds”, and (b) inthe United States of America, fora total of USD 250,000,000, at arate of 6.223% and due in 2026,pursuant to the “Master TrustIndenture” dated December 15,2003, executed by and betweenthe Company, Citibank, N.A., asthe “U.S. Trustee” and “U.S.Depositary for the U.S. Trustee”,Citibank, N.A., Agency in Chile, inthe capacity of the “ChileanDepositary for the U.S. Trustee” andthe “First Supplemental Indenture”dated December 15, 2003,executed by and between theCompany, Citibank, N.A., as the“U.S. Trustee” and “U.S. Depositaryfor the U.S. Trustee”, Citibank, N.A.,Agency in Chile, as the “ChileanDepositary for the U.S. Trustee” andthe Insurance Company MBIA,hereinafter referred to as the “USDBonds”.

As a consequence of theaforesa id bond i s sue, theConcessionaire was required toexecute a fu r ther se t o fa g r e e m e n t s a n d s e c u r i t ydocuments, including:

Agreements

a) The “Insurance andReimbursement Agreement”executed with MBIA regardingthe effecting of the InsurancePolicies covering UF Bonds andthe Insurance Policy coveringthe USD Bonds, issued by MBIA;

b) The “Common TermsAgreement” executed with therepresentative of the FutureBondholders of USD Bonds,Citibank, N.A., as the Trustee inthe United States of the fundshanded out to suchrepresentative and MBIA, whichregulates the prior terms andconditions that are required tobe complied with for MBIA toissue and submit the relevantinsurance policies referred tohereinabove, and sets forthvarious compliancerequirements inherent tocovenants, restrictions,prohibitions and otherlimitations.

c) The “Sponsor Support andGuaranty Agreement”executed by and betweenMBIA, the Company, itsshareholders, its sponsor andthe common representativeappointed by the Bondholders,whereby the Company isgranted, based on the termsset forth therein, capitalcontributions or subordinatedloans by its shareholders. Thisagreement encompasses thesecurity documents that certainshareholders and the sponsor

need to grant in favor of theCompany.

Security Documents:

a) Special Public Works ConcessionPledges, pursuant to which theCompany granted a special-firstclass public works concessionpledge in favor of MBIA and aspecial second-class publicworks concession pledge in favorof Bondholders;

b) First-class mortgage over thereal estate properties owned bythe Company in favor of MBIA;

c) Commercial Pledge overCredits Originating in Contracts,by virtue of which the Companygranted a commercial pledgeover credits in favor of MBIA overthe Company’s rights resultingfrom the following constricts (i)the Construction Contract, (ii)the CST Contract on electronictoll system provision, and (iii) the“Sponsor Support and GuarantyAgreement”;

d) Appointment as Beneficiary orAddit ional Insured of theInsurance Policies and Power ofAttorney, by virtue of which theCompany appointed MBIA asthe additional beneficiary of theinsurance policies effectedthereby;

I n a d d i t i o n t o t h eaforementioned, various Powersof Attorney (POA) were grantedin favor of Common SecurityRepresentative and MBIA, forthem to act on behalf of theCompany based on the powersand authorities set forth therein.

e) A Stock Pledge Agreement, byvirtue of which every Companyshareholder granted a stockpledge in favor of MBIA ratablywith regard to the number ofshares held in the Company;

f) Two Money Pledges, by virtue ofwhich the Company grants acommercial pledge on the fundskept in the checking accountsheld by the Company in favorof the Bondholders and MBIA.

Sales Agreement of DirecciónGeneral de Obras PúblicasResolutions with Banco de Chile

This agreement was executed withthe bank referred to hereinabovein order to finance the worksencompassed in SupplementaryAgreement No. 1, by means ofassigning DGOP Resolutions issuedin that respect, as per the termsand conditions set forth therein.

Financing Agreement with Bancode Chile

This agreement was executed withthe bank referred to hereinabovein order to apply for short-termfinancing for the project works,upon settlement of the loansgranted by v i r tue thereof.

Agreement with Synapsis forTe lemarket ing Cal l Center

This is an agreement executed withSynapsis, the purpose of which isoutsourcing all the Call Centerservices required to perform Tagdistribution related tasks.

Carl Bro Group Ltda. ExternalEngineer

The Concessionaire hired Carl Broas its External Engineer for theimplementation of the trafficcontrol and electronic collectionsystem. The aforementionedservices are currently beingprovided and shall remain underoperation until the Concessionaireis granted the Authorization forFinal Commissioning of Works.

• Payment habi t s su rveyssupporting orientation of thenecessary negotiations withf inancial and credit cardinstitutions, aimed at reachingan agreement for adequatecustomer service related totolling bill payment.

• Model/make matching ratecategory survey: As a result ofthis survey, over 24,000 vehiclemakes/models were matchedwith the rate categor iesprovided under the BiddingDocuments which, added to theexisting potential customerdatabase, ensures customerservice time upon Tag distributionto be dramatically reduced, ont h e o n e h a n d , a n dimplementation of a singlen a t i o n w i d e m a k e / m o d e lmatching and rate categoryframework, on the other.

• Potential customer-basedmarket surveys support ingqualitative determination ofpractices, habits, and beliefsregarding the use of urbanhighways, electronic controlsystems, forms of payment andother critical variables.

• A customer base qualitativesurvey supporting determinationof Autopista Central’s sloganused for TAG dist r ibut ionpurposes: Focus Group findingsfocused user preferences on the“Santiago de un viaje” (Santiagoin a single trip) slogan, as it impliesspeed, time saving (content)and innovation (form).

• The second “Cus tomerSat i s fact ion and Qual i tyStandard Measurement” surveywas developed within the

context of 2003 management,in order to determine satisfactionlevel of customers who use thehighway and such of theneighbors who l ive at thesurrounding areas of worksconstruction. In addition, thoseusers rated as Viajero Líder(Leader Traveler) who signed into be given a TAG and No Líder(non-Leader Traveler) wereincluded in the survey.

In general terms, AutopistaCentral was well evaluated byits customers, which is evidencedby how the various groupssu rveyed eva luated ou rcompany. Overall, findings werebased on a scale from 1 to 10(10 being the highest) as shownbelow:

h) Trademarks and Patents

In compliance with the IndustrialProperty Law, Autopista Centralwas granted exclusive use of thetrademarks specified hereinbelowand their corresponding classesby means of the correspondingregistrations, which shall beeffective for a 10-year period.

Autopista Central, in classes 37,42,09, 39 & 36

MAX 10.0, in classes 01, 02, 03, 04,05, 06, 07, 08, 09, 10, 11, 12, 13, 14,15, 16, 17, 18, 19, 20, 21, 22, 23, 24,25, 26, 27, 28, 29, 30, 31, 32, 33,34,35,37,38, 41,42,09

MAX 10.0 Artificial microcell versionX (10.0), in classes 16, 25, 28, 35,37, 38, 39, 41 & 42

MAX 10.0 Artificial microcell versionX (10.0), in classes 16, 25, 28, 35,37, 38, 39, 41 & 42

Artificial microcell version 10.0, inclasses 01, 02, 03, 04, 05, 06, 07, 08,09, 10, 11, 12, 13, 14, ,15, 16, 17, 18,

19, 20, 21, 22, 23, 24, 25, 26, 27, 28,29, 30, 31, 32, 33, 34, 35, 36, 37, 38,39, 40, 41, 42, 43

Prudencio Vial Segura in classes42, 41, 38, 41, 16, 28, 25 & 39

TAG RED in class 09.

On the other hand, the followingWeb page domains have alsob e e n r e g i s t e r e d :w w w . v i a j e r o l i d e r . c l ;www.yomemanejo.cl and .

i) Financial Activities

As of the bond issue completed inDecember 2003, the company’spolicy involved investing theavailable resources in financialinstruments based on buy-backagreements and fixed income andshort-term mutual funds. During theperiod ended on December 31,2003, the company gainedinvestment interests for as muchas CLP 128.5 million.

• The improvement projectreferred to as “Design of anAccount P lan S impl i fy ingManagement Control TaskOrganization” was undertakenduring the second half of 2003.This project is aimed at improvingmanagement control tasks bystreamlining the corporateaccount plan.

• The Highway Access and ExitSingle Signaling Quality Circle(C í rcu lo de Cal idad deSeñal i zación Un ívoca deEntradas y Sal idas de laAutopista) was created inNovember for the purposes ofsubmitting a proposal to theQuality Assurance Commissionin that regard. To those ends, theEuropean and American roadsystems were studied so that theycould be customized toAutopista Central's signaling,taking into consideration that Km0 would be Alameda B. O'Higginsand a proposal could be dulypresented to the MOP.

Pavement Area:

• In addition, major changes tookplace in 2003 as to the

innovations stemming frompaving techniques. The first stepwas redefining paving, al lmatters related to the aggregatecomponents of the pavingmixture, since requirementschanged and unprecedentedtrials in Chile were completed.To these ends , va luableexchange was held withArgentinean university labs.Based on this experience, wehave been able to validate andmonitor the type of aggregateused. Likewise and undoubtedlythe core achievement wasdefinitely changing the type ofasphaltic bitumen used in themix tu re , wh ich cur rent lycorresponds to the so-called“Mult igrade Bitumen” andensures better performance interms of the mechanicalsolicitations our highway will besub ject to . Fu r the r , theaforementioned implies keepingthe functional characteristics ofthe wearing course, which isdirectly beneficial for users, as isthe case of IR I , f r ict ion,deformation, etc. This situation isevidenced by a wearing coursewith greater macro texture orstiffness.

Highway Safety Area:

• During execution of works in 2003,a m a j o r m i l e s t o n e w a saccomplished as to how toaddress road safety, whichinvolved implementation ofleading edge technologicalinnovations unprecedented inChile, particularly with regard todevices, retroreflective materials,demarcations and retainingstructures. The aforementionedhas allowed us to offer a highlevel of security to users andworkers as well. In the same front,we made some progress in thedevelopment of the final roadsecurity aspect, which wil lencompass in te rnat iona lstandard items, including anintelligent traffic control systemand support equipment foremergencies aimed at ensuringfast and safe traffic to users.

Research & Development

Customer Area:

During fiscal year 2003, a numberof s tud ies re lated to thecharacteristics of potential userswere undertaken. These surveyshave allowed the company tomake major progress as to the Tagdistribution process in key areassuch as proper localization ofdistribution points and prioritizationand task scheduling as part of thecontact process via Call Center.

Surveys included:

• Potential user georeferencemapping based on Chilean AirForce air photogrammetricservice planimetry, the GISimplemented by Steer DaviesGleave, which has helpedpinpoint those areas showinggreater concentrat ion ofAutopista Central potential usersand supported strategic locationof the Tag distribution network.

• Autopista Central’s use potentialscoring based on the aggregatevaluation of certain customeruse habit variables, such asnumber and type of vehicles,f r e q u e n c y o f u s e ,socioeconomic level, amongothers. This indicator ensuresfocused delivery of tags to thoseusers regularly using AutopistaCentral.

• Credit exposure indicators(purchased to SIISA), critical tominimize the risk associated toTAG tolling payment operation.

User: 6,8

Non-User: 6,9

Leader Traveler: 7,7

Non-Leader Traveler: 7,0

AAutopista Central operates in theurban highway concession market,a market that has not been yetdeveloped in Chile; however, itsservice is already considered animportant need due to thesustained growth of the numbero f veh ic le s , both i n theMetropolitan Region and in therest of the country. This is a positivescenario for the situation of thecompany in terms of risk analysis,because of the constant increaseof needs in road works field. Inaddition, the project is supportedby i ts partners , which areexperienced leaders in the areaof constructions and concessionsin its respective markets.

Business risks take into accountmostly the following aspects:

a) Dependence of the project withrespect to Chilean economicperformance. Concessionaireincomes will be generated bytolls resulting from highwayoperation. Levels of traffic anduse of the same are highlyconnected to the economicenvironment situation. Inconsequence, AutopistaCentral results will significantlydepend on economicconditions of the country.

b) Reliability of technology to beused for the Toll System. Tollcollection could be affectedby integrity of the collectionsystem and efficiency of thetransaction registration processin relation to the vehiclesentering the highway. TheConcessionaire will implementa transponders system and

another system based on videoimages to register transactionsat each collection point.Detailed specifications of theCentral System have beenestablished, including businessrule outlining, implementationof the base functional line, anda project managementmethodology, allowing to fullycontrol design, systemdevelopment, and control ofequipment production. Inaddition, the Concessionaireshall implement safety measuresfor the development phase,which will include a closedcircuit Television circuit intendedto monitor toll stations, in orderto support actions againstevasion, which also allow forlegal protection under Art. 42of the Concession Law and LawNo. 19.841, which modifiesTraffic Law with regard toelectronic toll collection.

c) Traffic projections, as such, arelikely not to match actual resultsas these are generated.Uncertainty level of projectionsis also affected by the fact thaturban highway system is basedon short term assumptionsbecause it is a new system. Tominimize these risks, trafficprojections have beenestimated with the assistanceof independent advisors, withwide international experiencein the sector, and which aretrusted both by investors andthe foreign bank.

d) Rate risk is controlled, since tollrate system and amounts of thesame were established in Norte

– Sur System InternationalBidding Documents. Theconcession awarded toAutopista Central has beenawarded within the context ofan international public bid thatwas called for by the Ministry ofPublic Works. BiddingDocuments allow for rateupdating and adjustmentmechanisms.

e) Changes in Dry Services.Obligation of theConcessionaire corresponds tocoordination with servicecompanies for them to movetheir facilities, enabling thusexecution of Norte – Sur Systemworks. This task has been timelydeveloped, nevertheless, bothproject development and worksexecution and constructionbudgets present difficultiesinherent to a work of this nature.

f) Delivery of Fiscal Strip. MOP hasnot been able to deliver all thelots that make up the fiscal strip,which has prevented executionof works in accordance withoriginal schedules.

g) In order to mitigate the risk ofcomplaints and claims againstthe Concessionaire by reasonof the construction contract,the same allows for insuranceto defend, indemnify and holdthe Company harmless fromany complaint, claim, and – ingeneral – any actions thatcould be filed against it.

E X P O S U R E F A C T O R S

AAs to the development of theactivities required for this stage(Construction Stage) during 2003A u t o p i s t a C e n t r a l m a d einvestments, updated as ofDecember 31, 2003, for as muchas CLP 91.29 billion, as specifiedbelow (all figures are taken fromCorporate Financial Statements):

These investments have beenfinanced by means of theresources raised through sponsors’contributions in the form of asubordinated loan and medium-term loans granted by CitibankN.A. and HSBC, and short-termloans by Banco de Chi le.

The aforementioned funds wereallocated to financing the costsof the project until the bond issuewas completed in December ofthis fiscal year.

The company is able to makeinvestments or to raise funds forfinancing purposes, subject torestrictions inherent to the type ofinstrument or form of investment,pursuant to provisions in theCorporate Bylaws and thefinancial documentation ruling thebond issue undertaken during thisfiscal year.

Construction of the work has been contracted to Constructora Norte SurS.A., constituted by the following companies: Grupo Dragados S.A., SADESkanska S.A., SADE Skanska Chile S.A., Constructora SADE Ltda., EmpresaConstructora Belfi S.A., and Empresa Constructora Brotec S.A.

Works in segment C1 in the North – South axis and segment F2 in GeneralVelásquez axis were started. In addition, work has continued alongsegments A, B1, B2 and C2 in the North – South axis and segments D andE in General Velásquez axis, all of which show the level of progressspecified below as of fiscal year closing as compared to the previousyear:

Norte – Sur Axis:

A Maipo River - Las Acacias 14,75 km

B1 Las Acacias - Carlos Valdovinos 10,88 km

B2 Carlos Valdovinos – Mapocho River 5,30 km

C1 Mapocho River - Domingo Santa María 2,85 km

C2 Domingo Santa María - Américo Vespucio Norte 5,69 km

General Velásquez Axis:

D Ruta 5 Sur - Carlos Valdovinos 8,90 km

F1 Carlos Valdovinos – 5 de Abril Avenue 2,27 km

G 5 de Abril Avenue – Ecuador Avenue 0,85 km

F2 Ecuador Avenue – Río Mapocho 3,71 km

E Mapocho River – Ruta 5 Norte 4,93 km

Technical Management

For the purposes of construction, the project has been divided into sectorsper segments, which have been identified using letters from A to G, asper the following detail:

Works Progress

0 0

96,26%

77,03%

3,14%

99,69%

63,60%

98,49%

57,79%

92,66%

61,44%

6,05%

35,82%

1,11%

50,07%

7,89%

96,92%

49,29%

20022003

0,00%

10,00%

20,00%

30,00%

40,00%

50,00%

60,00%

70,00%

80,00%

90,00%

100,00%

Tramo A Tramo B1 Tramo B2 Tramo C1 Tramo C2 Tramo D Tramo E Tramo F2 Movilización eIngeniería

Payments to MOP:Administration MMCLP 4.306

Other InvestmentsWorks Progress MMCLP 81,642Structure Expenses MMCLP 3,201Corporate Building Purchase MMCLP 1,163Furniture and Stationery MMCLP 987Total MMCLP 91.299

I N V E S T M E N T AND FINANCING P O L I C Y

M A N A G E M E N T O V E R V I E W

U p o n r e q u e s t o f t h eConcessionaire, by early 2003, CTSimplemented major improvementsa t t h e C e n t r a l S y s t e mdevelopment project level, whichincluded hiring a new projectmanager, reorganizing workteams, adding new specializedresources and relocating the majorportion of said resources fromMadrid to Santiago, among others.

Carl Bro was hired as outsourcerscommissioned to act as ExternalEngineers and oversee AutopistaCentral’s activities in their entirety,with the exception of civil works.

SAP was the company selected inMarch 2003 to provide a ERPsystem aimed at being part of theCentral System, which will monitorand complete tasks like account

management, bill ing, vendorpayments and customer relations.The aforementioned implied theintegration of 22 SAP associatesand 28 SICE associates in theproject, all of which will performa t A u t o p i s t a C e n t r a l ’ sheadquarters. Joint operation ofthe Autopista Central, SICE andSAP personnel results in theachievement of a high level ofefficiency that has allowed thecompany to design and developthe most critical portion of theCentral System within extremelyreduced t ime f rames, i .e. ,between March and December2003.

Over the first quarter in 2003,Autopista Central prepared thedi f ferent areas wi th in thecorporate headquarters that are

assigned to the technologicalplatform used in data processingand also accommodating theT raf f ic Cont ro l and RoadInfrastructure Monitoring Center.Preparation tasks were completedin March and allowed CST to haveaccess to these areas in order toinstall and perform the wiringrequired to implement thecorresponding technologicalinfrastructure, commissioning forsystem trials and training of futureoperators. All these activities werecompleted in 2003.

On the other hand, AutopistaCentral implemented an ImageManual Verification room andtrained the team performingimage processing.

As of early 2003, works have beencarried out for the implementationof the E lect ron ic Sy s temDepartment team for theoperation stage, based on theorganization chart set by the samedepartment in 2002. Accordingly,the personnel specially trained forsuch stage has gradually joinedthe department, as well as theentire team that will work int e c h n o l o g i c a l p l a t f o r mmanagement tasks, the supportingteam for future Autopista Centraloperators and the first ImageManual Ver i f icat ion team.

W i t h r e g a r d t o p r o j e c tdevelopment, the activities for thedevelopment of installation detailengineering for all the collectionsystem projects were completed,s y s t e m a c c e p t a n c e t r i a lspecifications were prepared andthe corresponding tollgate andtag tr ials were carried out.

Concerning tasks related toinstallation of equipment on site,14 of a total of tollgates wereinstalled in 2003, as well as 11variable message signs, 7 closedcircuit TV cameras, 40 traffic datapieces of equipment and 17 kmof fiber optics. In addition, 9technical tolling booths were built.These pieces of equipment havebeen installed in the segmentscor responding to the f i r s tcommissioning stage of Autopista

Central’s toll collection system.

Further, manufacturing of all the3 0 0 , 0 0 0 t a g s t h a t t h eConcessionaire will distributeamong its users was completed bylate 2003.

As part of the tag distribution tousers preparation activities, areduced version of the tol lcollection central system wasdeveloped and tested. This minorversion will be the one used in tagdistribution activities carried outduring the last 4 months prior tocommissioning.

A new Web site for AutopistaCentral was developed. This news i te bear more advancedcharacteristics than the onedeveloped for the constructionstage of the highway. Likewise, asecond stage has been plannedto be comple ted befo recommissioning. This second stageis devised to feature capabilitiesthat will allow online users toaccess a number of servicesthrough a “Virtual Branch Office”.

With regard to ERP, the entireaccount ing and f inanc ia li n f o r m a t i o n s y s t e m w a sd e v e l o p e d , t e s t e d a n dimplemented. This system wasoutsourced with SAP. Systemfunctionalities were completed bylate 2003 and include Accounting,P u r c h a s i n g a n d P a y r o l l

capabilities.

As a consequence of reschedulingof the construction works involvedin the Supplementary Agreementexecuted by Autopista Centraland MOP, Autopista Central andCST agreed upon a newcontractual schedule based onthe new commissioning deadlinefor the earlier segments (A, D, E,C2), which was set for June 30,2004.

Contact between AutopistaC e n t r a l a n d t h e n e w l yincorporated company, Tag Red,was established by the last quarterin 2003. Meetings were aimed atdefining and assess ing thefeasibil ity of transferring theConcessionaire’s central system toTag Red.

A real scale exhibition of the trafficmanagement system and tollcollection system was performedby late 2003 to show systemoperation to Ministry of PublicWorks officials. These activitiesallowed the major level of progressachieved by the Concessionaireduring 2003 to be displayed, whichin turn resulted in great level ofsa t i s fact ion among thoseattending this exhibition. It shouldbe noted that this initiative alsoreinforced the excellent workenvironment prevailing within thecompany and interrelations withoverseers from the MOP.

Electronic System Management

Administrative andOperating Management

From the accounting and financialpoint of view, different informationsystems have been implementedto ensure preparat ion ande l a b o r a t i o n o f f i n a n c i a lstatements, as well as managerialreports that may be necessary toproperly follow-up the project.

The company i s cur rent lyimplementing the SAP system forthe purposes of managing itsaccounting operation. This systemshould be fully operative in January2004.

Services of Price WaterhouseCoopers were engaged asexternal auditors of financialstatements, not only for theprestige of this firm, but also for theknowledge acquired in Chileanroad concession system.

In compliance with BiddingDocuments, the Concessionairew a s r e g i s t e r e d i n t h eSuperintendence of Securities and

Insurance on September 6, 2001,meaning that, as a closely-heldcorporation, it shall be subject tousual controls of the so-called“stock companies”.

Autopista Central has compliedwith submission of insurancepolicies required by MOP, on atimely and proper manner, andhas also submitted performancebonds for the Construction Stagethrough delivery of certificates ofdeposit amounting to UF 550,000as of December 31, 2003.

The Concessionaire has rigorouslymade all the payments requiredby the Bidding Documents, to bemade to MOP, which amount toUF 2,089,500, at the closing of theaccounting period.

In the accounting period endedon 31.12.03, and in relation to fiscalmatters, the Concessionaire hasmet all of its tax and social securityobligations.

With regard to the commercialareas of the Administration andOperations Departments, 2003involved major milestones as the

first Tags were available in stock,negotiations with collection entitieswere carried out and biddingprocesses for printing services anddistribution of Billing Documents(receipts and invoices) wereundertaken.

In fact, the first batch of 10,000tags was received in June 2003from Combitech, which werestored in facilities specially leasedfor such purposes, which featuretop-line security characteristics. Asof December 2003, total Tagsmade available amount to 98,000. On the other hand, uponcompletion of extensive biddingprocesses and negotiations,commercial agreements wereexecuted with the companies thatwill provide the required servicesto bill highway users and to collectpayment for invoiced amounts.Various departments, supportedby external consultants, wereinvolved in this process, whichobtained an excellent evaluationin the technical and economicsurveys performed.

Financial Management

During 2003, Autopista Centralsecured its bridge financing bymeans of short and medium-termloans granted by HSBC Bank for asmuch as USD 100 million andextended the term of theobligation held with Citibank, N.A.for an aggregate amount of USD130 million. In the meantime,negot iat ions for long-termfinancing resources are still beingcarried out in order to ensureavailability of the funds requiredto meet the short –term financialneeds stemming from constructionwork development and operatingexpenses.

L ikewise, Autopista Centralshareholders made a contributionamounting to USD 40 million in theform of a Subordinated Loan andan additional short-term creditfacility granted by Banco de Chile,w h i c h a m o u n t e d t o U F2,248,615.77.

Moreover, f inancing of theSupplementary Agreementexecuted with the Ministry of PublicWorks for a total of UF 3.8 millionwith Banco de Chi le wascompleted. This move accountsfor the highest and longest-terma m o u n t f i n a n c e d f o r aSupplementary Agreement withinthe Concession System framework.

In December 2003, AutopistaCentral obtained long-termfinancing through a dual bondissue simultaneously carried out inthe American and local markets.Two bond series were placed inChile for an aggregate amount ofUF 13,000,500, this accounting forthe largest infrastructure bond issuecarried out in the history of thelocal market. Bonds were soldbased on a 23-year term, at a5.69% rate. Jointly with the localplacement, bonds for as much asUSD 250 million were placed in theAmerican market based on thesame maturity date but therelevant rate amounted to 6.223%.Bond issues’ exposure was ratedAAA by Standard & Poors’ andAaa by Moody’s, which is the resultof the support given by MBIAInsurance Corporation. This

transaction involves a furtherh i s to r ic component as i taccounted for the first time a dualbond issue is completed as part ofinfrastructure projects and placedin the American and Chileanmarkets.

As a core part of the financialactivities carried out by AutopistaCent ra l , tak ing coverageinstruments for exchange exposurewas undertaken over 2003.Consequently, a number of futuresand swap contracts were effectedin order to cover for the exposurein Dollars, Euros and SwedishCrowns resu l t ing f rom theConstruction and Electronic TollSystem development contracts,among others.

Along 2003 and as a result of animprovement project, IT toolsi n h e r e n t t o t h e b u d g e tmanagement and cont ro lstructure were implemented.Furthermore, during the first half oft h e y e a r , t h e c o m p u t e rapplication developed for usingbudgetary p rocesses wasreleased, which implied major timeand effort saving and allowedval id, updated and t imelyinformation to be generated.Budget control tools were madeavailable during the second halfas well, an application supportingg e n e r a t i o n , d i s p l a y a n dexplanation of the exist ingvariations between the effectivebudget and the corporatecondition.

As to management, 2003 broughttwo major scale budgetaryprocesses to completion, whichw i l l s u p p o r t c o r p o r a t emanagement control tasks. Tothose ends, overall and specificbudget criteria were consolidatedand alternatives were assessed toallow for discussion of the feasibilityof various operation approaches.The first process was carried outduring the first half of the year andinvolved expenses and investmentbudget preparation for the entireconcession period. The secondprocess consisted of updating thefirst process’ figures so that moreaccurate data is available uponbond i s sues and h ighwaycommissioning.

b) Customer Service

Over 2003, Autopista Central strengthened its customerservice system through the various channels involved.Consequently, 16,403 customers were providedassistance. Discussion and service thereof has ensuredproper inputs aimed at improving customer serviceand response time. Statistically, less than 15% of casesaccounted for complaints, all of which weresuccessfully solved within the time frames set by thecompany.

One of the significant aspects regarding customerservice in 2003 is related to the low number of casesstemming from the Suggestions and Complaints Book(contract requirement), that is, a total of two.Consequently, from 2001 to date only 5 complaintshave been submitted through this book. High servicestandards are encompassed in the ongoingimprovement policy supported by the companyregarding customer service and acquaintance withuser needs.

Location of Autopista Central Commercial Premiseswas a matter of discussion for Autopista Central over2003. Macro localization of offices was decided in thelight of user concentration survey findings. Accordingly,commercial premises would be located in the districtsof Santiago Centro (downtown), San Miguel, El Cortijo(Conchalí), Las Condes and San Bernardo. Corporatecommercial premises implementation jobs started inNovember 2003.

The functional requirements for customer supportsystem parameterization were established during 2003.SAP is the platform used for implementation of theCustomer Service System (in Spanish, SSC)encompassing the Management of CommercialQueries and Customer Complaints (CRM Module), inaddition to likely violators treatment (Violator Module),for which daily pass late enabling will be available,which would account for a coaching approach for

this type of customers. Likewise, the idea of setting acustomer coaching period was presented to the otherconcessionaires during 2003. This initiative is aimed atboosting the number of potential customers of theurban highway system and consequently controllingtraffic violations resulting from highway use by vehiclesfailing to be enabled to do so. The period involvedwould comprise from commissioning of the firstsegment in the first highway starting operations toDecember 2005. This initiative was adopted by theother concessionaires and submitted to the MOP fordiscussion and adoption.

As to implementation of the tolling system, one of theparts involved corresponds to the Tolling Module. Allthese applications are currently at the finaldevelopment and testing stage.

At the same time, the bidding documents for out-of-court collection services were also prepared in 2003.

Finally, the Bidding Process and Implementation forOutsourcing of the Telemarketing Call Center Servicerelated to Tag distribution was completed in 2003. Inaddition, the bidding documents for the operationstage Call Center were issued in 2003. This biddingprocess is scheduled for completion during the firstquarter of 2004.

Contact Input Entries in 2003

0

5000

1000

1500

2000

2500

ene03

feb03

mar03

abr03

may03

jun03

jul03

ago03

sep03

oct03

nov03

dic03

Autopista Central40 %

Other Concessionaires60 %

Commercial Management

a) Major Activities

During fiscal year 2003, theCommercial and MarketingD e p a r t m e n t m a n a g e d t osuccessfully complete technicaland economic surveys aimed atimplementing the structuralservices involved in the TagDistribution process. For thosepurposes, commercial agreementswere executed upon awarding ofthe related bidding processes tolarge and wel l -establ i shedcompanies. These processes helpensure accurate market data isavailable. Accordingly, a numberof players have joined the Tagdistribution-related chain, as is thecase of Logistics and Distributioncompanies, Sales ChannelImplementation and Operationfirms, and Call Center serviceproviders for the telemarketing andsales, distribution and operationperiods. It should be pointed outthat as part of our distributionchannel efforts, preliminary jointventure agreements have beenexecuted with Gas Stations andDepartment Stores.

All the services referred to abovewere des igned to supportoperation volume standards ashigh as handing out of 300,000tags to potential customers overa 5-month period.

During 2003 and as a preparationfor the operation stage, thepersonnel required for every areasupporting the operation stageand particularly tag distributionwas hired. Recruiting was carriedout according to the organizationchart the Commercial andMarketing Department establishedfor those purposes. To date, wecount on highly skilled personnelto successfully accomplish the TagDistribution process within the timeframes originally set.

In order to gain acceptance forthe Autopista Central project,electronic toll collection system,f ree f low system and Tagacceptance for use, the first stageof the Autopista Central MarketingPlan was started with thecampaign know as “Por Ahora yPara Siempre” (“Working Now forthe Future”). This creative notionconveyed the message that theconstruction, works, and trafficdetours are “EXIST NOW” but thehighway and all its related benefitswi l l endure “FOR GOOD”.

A u t o p i s t a C e n t r a l ’ scommunications policy over 2003kept the strategy of sustaining theavailable and proactive role withregard to disseminating both theproject and the Free Flow system.Strategic subjects in the frameworkof the new service company stagethat will begin in 2004 were addedt o A u t o p i s t a C e n t r a l ’ saccountability inherent to keepingthe concessionaire’s constructionactivities as a core part of them e d i a - r e l a t e d a c t i v i t i e s .Consequently, Autopista Central’simage move from an “awardee”role to an “urban highway” role,a character that will soon bestart ing operations in somesegments, whose spokespersonsgot media coverage and showingsound corporate support vis-à-viscontingencies, al l of whichaccounts for the backbone of thecompany’s projection.

Media Coverage(Monthly Average 2003)

c) Corporate Citizenship

A series of activities for the directbenefit of the community werecarried out within the frameworkof the Corporate Citizenshipnotion.

Likewise, the road educationcampaign called “Yo Me Manejo”(I Conduct Myself) was performedfor the second time as part ofAutopista Central’s commitmentwith the community, aimed atdisseminating the project basedon an additional education edgeoriented to elementary schoolchildren. A total of 38,420 childrenfrom 151 schools enjoyed andlearnt with the teaching andgames of Professor Prudencio Vialand MAX 10.0 during 2003.

In order to continue disseminatingthe evolut ion and cur rentdevelopments of AutopistaC e n t r a l , i n a d d i t i o n t ocommunicating progress to date,a b imonth ly photographicpamphlet called Avance deObras (Work Progress) wasdistributed among authorities andMass Media entities.

To comply with the ProjectEnvironmental Rating Resolution,pamphlets were distr ibutedamong the car drivers using thehighway and neighbors in thesurrounding areas who wereaffected by works, traffic detours,overhead crossing, overpassesa n d s u b - g r a d e j u n c t i o nimplementation. The total numberof pamphlets and brochuresdistributed in 2003 amounted to1,410,150 units.

d) Market Surveys

For the purposes of identifying anddefining issues and opportunities,so as to act proactively with regardto solution and planning thereof,market testing and surveys wereperformed to customize futureactions and services, jointly withachieving the company’s businessob ject ives : succeeding indistributing TAGs among potentialusers in advance; succeeding incausing the AUP (automatic utilitypayment) system accepted.

In addition, surveys were carriedout, which allowed qualitativeresearch to be performed on the

potential users of AutopistaCent ra l , thus determin ingpractices, habits, and beliefsregarding the use of urbanhighways, electronic controlsystems, forms of payment andother significant areas.

A qualitative survey on databaseusers was completed in October.This initiative allowed AutopistaCentral to determine the sloganthat will support TAG distribution.Focus Group findings focused userpreferences on the “Santiago deun viaje” (Santiago in a single trip)slogan, as it implies speed, timesaving (content) and innovation(form).

L ikewise, scholarships weregranted to children from 10 to 15years old from low-income origins,who are supported by the Hogarde Cristo charity institution.

A cleaning campaign wasperformed during January andFebruary, which was particularlyoriented to children. Campaignactivities included disseminationof information and distribution ofgarbage bags to foster a cleanenvironment attitude.

0

200.000

400.000

600.000

800.000

1.000.000

1.200.000

1.400.000

1.600.000

2001 2002 2003

Volantes Repartidos

619.274

887.140

1.410.150

e) Marketing and Strategic Communications

In order to enhance commitment among our potential users, effortsendured regarding the Viajero Líder (Leader Traveler) Campaign, whichis basically aimed at engaging users by making reference to the campaignreference channels online at , over the phone by calling 800451212 andon the street, particularly at street signs located along the highway layout.The number of users that signed in during 2003 was 30,000.

A new and improved, user-friendly and dynamic Web site was developedduring 2003, with more information sections that was enabled in November.The number of visits in our site during 2003 was 61.722. In contrast, thenew s i te was v is i ted by 11,161 users only in November.

On the other hand, Autopista Central’s Web site also includes newfunctionalities, such as a trip calculator for future users to estimate tollcosts related to a certain trip in advance.

Taking into consideration that the TAG device is a key element of AutopistaCentral’s tolling approach with regard to users, the TAG packaging anddelivery format is critical. This notion led us to design an innovative typeof box inside a bag carrying and displaying this new technology. SinceApril, the bidding documents for the production and elaboration of theKit Tag –consisting of a bag, a box and the user manual that will bedistributed among 300,000 users along with the TAGs- were preparedand scheduled.

Over the last quarter of 2003, work was carried out regarding theproduction of the corporate image of the 4 commercial premises ofAutopista Central and the TAG Points of Distribution.

Legal Management

During fiscal year 2003, corporatelegal management efforts werefocused on the following matters:

a) Bond indentures and financingagreements with Banco deChile.

Refer to item 6.4, letter g)“Contracts” contained in chapter6 of this Report.

b) Concession ContractSupplementary Agreements

Refer to item 6.4, letter g)“Supplementary Agreements” ofthe Concess ion Cont ract .

c) Tag Agreement and GeneralTerms and Conditions

This agreement is aimed atregulating the Tag loan andrestitution terms by and betweenthe concessionaire and the user,terms of use and operation thereofand tol ls form of payment.

It should be noted that thisagreement has been submitted tothe MOP for approval, which is yetto be adopted.

d) Bidding of services for theimplementation of theAdvanced TAG Distribution(DAT)

1. The Legal Department took partin the preparation of thebidding process for theimplementation of the DAT,which involved as follows:

- Reception, Storage and

Customized Distribution of Tags.

- Telemarketing Call CenterService for Tag distribution.

- Printing of billing documents.

- Distribution of billingdocuments.

- Implementation of points ofsale for Tag focuseddistribution.

- Design and production of Tagbox and bag.

- Design and production of theTag user manual.

2. On the other hand, thepreparation and wording of thecontracts related to theaforementioned biddingdocuments was commissioned,which is currently under way.

Human Resources, QA and Environmental Management

One of key aspects of Autopista Central Quality Policy consists of“Generating commitment and satisfaction in persons who make up theCompany”. In this sense, the following Quality Policy specific goals havebeen established:

• Taking active steps towards increasing employees’ development andcommitment by fostering trust and respect, promoting training, growth,participation and responsibility in every individual working for thecompany.

• Encouraging creativity and innovation, while constantly looking forways to improve processes. This is achieved through ongoing learningas well as innovation and creativity enhancement of those who workat Autopista Central.

In accordance with these guidelines and strategic goal of the Company,meaning keeping a quality culture vis-à-vis standard ISO 9001:2000 andobtaining ISO 14001 environmental quality certification, human resources,quality and environmental management was developed during the 2003period.

a) Human ResourcesManagement

A comprehensive training programwas developed during the periodat all the levels of the organization,i n t e n d e d t o s t r e n g t h e ndevelopment of persons andmeeting education requirementsd e t e c t e d f o l l o w i n g t h eperformance evaluation processconducted last year, in the resultsof the internal environment surveycarried out in 2002, and specificneeds directly suggested bypeople.

The program, developed in 2003,implied 6,788 man-hours in trainingactivities, resulting in 43 annualhours per employee.

57 t ra in ing cour ses werecompleted, some of themaddressing transversal corporatematters, including: “Labor skillsworkshop” and “Teamworktechniques”. With a more focusedline, subjects were as follows:

• Technical matters: asphalt,paving and road specialization.

• Accounting and f inance:electronic invoices, accountingframework analysis, sales andservice tax.

• Commercial: customer servicequality improvement, ChileanMarketing Congress.

• IT: Hacking techniques, SAPmanagement, Chilean Congresson Electronic Systems.

• Qual i ty : in ternal audi t s ,r e q u i r e m e n t 6 . 2 . 2

implementat ion, intens ivetraining course on ISO 9000 /2000.

• Risk Prevention: The Creation ofthe Safety & Health Committeewas supported, includingpsychology of emergencycourses, critical behavior analysisand defensive driving.

As to benefits, new measures wereimplemented, which added to theexisting ones, all of them beingoriented to the well-being of thepersonnel and their households:

• As to health, agreements wereexecuted with drugstores, amobile emergency health careservice, a dental care serviceand week ly heal th carea t t e n t i o n a t c o r p o r a t eheadquarters.

• In the cultural field, agreementswere executed with extensioncenters and theaters.

• Regarding family integration,“Painting the Highway” and“Christmas Party” activities werecarried out.

Finally, the annual internal climatesurvey was carr ied out inNovember 2003. Findings showedthat the level of satisfaction hasimproved 1% with respect to theprevious year. This year, theaforementioned survey showedthat satisfaction was as high as78.4%. It should be noted thatfinding will be used to generateaction plans (for 2004) aimed atenhancing the weakest pointsidentified by the survey.

c) Environmental Management

During 2003, environmentalmanagement was focused onmonitoring compliance withenv i ronmenta l ob l igat ionsconnected to execution of works,as set forth in Bidding Documents,the Environmental Impact Studyof the project, and Resolution ofEnvironmental Rating.

Pursuant to provisions in the BiddingDocuments, the EnvironmentalManagement Plan was submittedfor the operation stage, which willallow the environmental measuresapplicable to Sistema Norte SurProject during such period to beidentified and verification, follow-up and control actions aimed atensur ing compl iance wi thapp l icab le env i ronmenta lregulations to be defined. As ofDecember 31, the document wasat the adoption stage throughwork meetings held by the FiscalInspector’s Office environmentalofficials.

In addition, to comply with item8.2 in the Environmental RatingResolution, preparation of theEnvironmental Monitoring Plan wasjointly undertaken with the FiscalInspector’s Office. This Plan isaimed at performing follow-up ofthe noise and air variables existingalong the operation stage in thel ight of the envi ronmentalrequirements contained in theEnvironmental Rating Resolutionof the project. Said document shallbe submitted to the MOP, whichshall in turn submit it to SESMA forreview and f inal approval.

On the o the r hand , theEnvironmental ManagementSystem implementation accordingto standard NCH-ISO 14001. Of97was undertaken, as part of whichSoluziona advisory services werehired. Initial activities involve

determining the current situationby means of a number of workmeetings and interviews withm e m b e r s o f t h e v a r i o u sdepartments and areas withinA u t o p i s t a C e n t r a l . T h eaforementioned diagnosis willserve as the basis to build the workplan for ISO 14001 certification, agoal set to be accomplished bylate 2004.

d) Safety & Health Committee

The Safety & Health Committee ofAutopista Central was establishedon June 13, 2003 as a result of avote carried out on June 6, 2003,on occasion of which AutopistaCentral’s workers’ representativeswere appointed. Representativesare as follows:

Ernesto Vargas

Claudia Bórquez

Rogelio Zúñiga

The company representativesindividualized below were alsoappointed:

Christián Barrientos

Marcelo Silva

Jorge Villarroel

The main purpose of the Safety &Health Committee is oriented toboosting prevention, so as to“avoid accidents”, of both workersof Autop i s ta Cent ra l andContractors’ staff.

The Safety & Health Committeehas sustained a management roleover 2003, basically devoted tothe following matters:

• Creating a “HeadquarterEmergency and EvacuationPlan” which already has theprocedure status. In this sense,emergency and evacuation drillshave already been carried out.

• Preparing a course of actionProcedure to respond too c c u p a t i o n a l a c c i d e n toccurrences.

• Improving job posts.

• Improving safety at access pointsto Autopista Central facilities.

With regard to dissemination ofsafety at work, the Safety & HealthCommittee has made thearrangements for developing thefollowing activities.

• Basic training course on RiskPrevention.

• Training course for Emergencyand Evacuation Plan Monitors.

• “Strategy to Create ProgressValue” training course addressedto the Safety & Hea l thCommittee, which allows analysisof the causes of an accidentand generation of specificcourses of action to prevent itbased on a computer program.

b) Quality Management

AENOR completed the ISO 9001:2000 certificationaudit in April 2003, as scheduled.

In May 2003, AENOR submitted the officialdocumentation evidencing Autopista Central’scertification, specifying as follows: “Highway’sDesign and Electronic Tolling System. The HighwayConstruction, Maintenance and Road SecurityManagement”.

The quality assurance system control concerningthe works executed by Constructora Norte Sur,a critical requirement for obtaining ISO 9001:2000certification, was performed by completing the“Annual Audit Plan to 2003 CNS Work QualityControl” by Autopista Central auditors to theConstruction Company. In addition, AutopistaCentral’s personnel was actively involved in theaudit activities whereby the constructioncompany eva luated i t s cont racto r s .

A Plan evidencing the changes necessary tosupplement the Quality Assurance System is beingprepared. Implementation of this plan wasscheduled for March 2004.

Customer satisfaction was evaluated inNovember 2003 (Ministry of Public Works,Constructora Norte Sur, KTS, SICE, Neighbors andUsers). Findings of this survey were submitted aspart of the Customer Satisfaction Reports, whichonce discussed by the Quality AssuranceCommission, allowed the various corporatedepartment to define courses of action forimprovement.

In order to initially evaluate Autopista Central’sQuality Assurance implementation level and itsorientation toward excellence management, aself-evaluation survey was run based on the EFQMmodel (European Foundation for QualityManagement). Findings in this survey showedthat achievement amounted to 62.8%.

SUMMARY OF S T O C K H O L D E R S ’ C O M M E N T S AND PROPOSALS

Comments and proposals concerning the business course formulated bystockholders are not included herein, since incorporation thereof has notbeen requested in accordance with provisions contained in clause 3,article 74 of Law No. 18.046.

Refer to “Changes in Ownership” section contained in chapter 3 of thisReport.

INFORMATION ON S U B S I D I A R I E S AND A F F I L I A T E S

As of December 31, 2003, the Concessionaire Autopista Central S.A. doesnot have any affiliates, related companies, or investments in othercorporations.

NET E A R N I N G S AND

D I V I D E N D POLICYAs of December 31, 2003, since the company was in the pre-operatingstage, the Concessionaire has not posted any profits and, therefore, nodistribution of dividends has been agreed upon.

S T O C K S T R A N S A C T I O N S

The Special Meeting of Shareholders of Sociedad Concesionaria AutopistaCentral S.A. held on March 6, 2003, agreed on settling corporate stockregistration at the Securities Register kept by Superintendencia de Valoresy Seguros (Superintendence of Securities and Insurance), and the Boardof Directors was instructed to take the necessary steps to fulfill suchagreement.

On April 25, 2003, the Regular Meeting of Shareholders appointed theoff icers l i s ted below as Regular and Alternate directors:

Regular Directors Alternate Directors

Enrique Rey Monteagudo Antonio de la Llama Campillo

Manuel García Buey Miguel Abeniacar Trolez

José Alberto Trujillo Alf Anderson

Bert-Ove Johansson Marcelo Palacio

Enrique Elgueta Gálmez Patricio Browne Covarrubias

H I G H L I G H T S

A loan agreement executed by and between Autopista Central S.A. andHSBC Bank plc for USD 100 million was disclosed on July 16, 2003.

In a regular meeting held by the Board of Directors of SociedadConcesionaria Autopista Central S.A., on July 23, 2003, the BoD agreedon realizing some debts and adopting the terms applicable thereto.Debts were kept with the shareholder companies for the amounts specifiedbelow: (i) Skanska Bot Chile S.A., USD 19.2 million; (ii) Inversiones NocedalS.A., 821,561.13 Unidades de Fomento Translator’s Note: Unidad deFomento – UF – Chilean, non-physical indexed monetary unit.; (iii) EmpresaConstructora Belfi S.A., 34,231.71 Unidades de Fomento; and (iv) EmpresaConstructora Brotec S.A., 34,231.71 Unidades de Fomento.

A Financing Agreement entered into by Sociedad Concesionaria AutopistaCentral S.A. with Banco de Chile was disclosed on September 1, 2003 bymeans of a deed authenticated at Santiago Notary Public’s Office ofMr. Iván Torrealba Acevedo. The aforementioned bank granted theCompany a non-revolving financing facility for up to 2,079,000 Unidadesde Fomento, to be advanced by means of either one or several loans,or through Banco de Chile’s purchase of obligations kept by the Companywith third parties and further refinancing thereof as per the terms andconditions specified in the relevant deed.