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General meetings

Ordinary and Extraordinary General Meeting, on 3 December 2021 (on single call)

COVID-19 Emergency – Shareholders’ Meeting without physical attendance

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held in single call at the Company’s offices in Via Alberto Bergamini 50, Rome at 11:00 on 3 December 2021, in order to resolve on the agenda below described.

AGENDA

Ordinary session

  1. Authorization to purchase treasury shares. Related and resulting resolutions.
  2. Amendments to the General Meeting Regulations. Related and resulting resolutions.

Extraordinary session

  1. Cancellation of treasury shares without reducing the share capital and consequent amendment to article 6 of the Articles of Association. Related and resulting resolutions.
  2. Proposed amendments of the following provisions of the Articles of Association:
    1. article 14, to make the General Meeting Regulations an independent document with respect to the Articles of Association and consequent amendment to article 1 of the General Meeting Regulations;
    2. article 27, to include the principle of the pursuit of sustainable success; and
    3. articles 31 e 32, to amend the composition of the Board of Statutory Auditors, starting from the next re-election;
      related and resulting resolutions.

 

Notices and forms


Notice of Ordinary and Extraordinary General Meeting to be held on 3 December 2021

Extract from the notice of call of Ordinary and Extraordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of the CFA, on 4 November 2021 on Milano Finanza.

Proxy Form to Appointed Representative pursuant to art. 135-undecies of the CFA

Ordinary form for proxy/sub-proxy pursuant to art. 135-novies of the CFA

Documentation


Directors’ Reporting concerning item 1 on the agenda of the ordinary session

Directors’ Reporting concerning item 2 on the agenda of the ordinary session

Directors’ Reporting concerning item 1 on the agenda of the extraordinary session

Relazione illustrativa del Consiglio di Amministrazione sull'argomento relativo al punto 2 dell'ordine del giorno della parte straordinaria

Answers to questions submitted before the General Meeting pursuant to art. 127-ter CFA


Taking into account how the General Meeting is conducted under Covid-19 pandemic, the Board of Directors’ reports regarding all items on the Agenda, are made available to the public, at the Company’s offices at Via Alberto Bergamini n. 50, on this section of the Company’s website and on the officially authorized storage mechanism 1Info (www.1info.it) on the same date of publication of the Notice of Ordinary and Extraordinary Meeting (3 November 2021). The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at atlantia@pecserviziotitoli.it.

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis and in compliance with Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, shareholders shall attend the General Meeting exclusively via the Appointed Representative pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (“CFA”) - i.e. Computershare S.p.A. (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the Decree Law 18/2020, unless otherwise stated above, attendance at the General Meeting by corporate officers, the Company Secretary and/or the Notary Public and the Appointed Representative, in addition to any other persons so authorized by the Chairman of the Board of Directors, may take place via video or telephone conferencing, in accordance with the legislation introduced to face up to the Covid-19 epidemic. This must be done in such a way as to guarantee the identification of attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such cases, without in any event it being necessary for the Chairman, the Secretary or a Notary Public to be present at the same location. 

The right to attend and vote at General Meeting, solely through the Appointed Representative, is reserved for those persons holding voting rights, as notified to the Company by an “intermediary” so authorized in accordance with the applicable laws. Such notification must be issued on the basis of the relevant records at the close of business on 24 November 2021, being the seventh stock exchange trading day preceding the date set for the General Meeting in single call (the “Record Date”), in compliance with article 83-sexies of the CFA.

Any deposit in and withdrawals from custody accounts subsequent to the record date shall be without effect to person’s right to vote at the General Meeting. Accordingly, person who are registered as having title to shares only subsequent to the record date shall have no right to attend or vote at the General Meeting and, therefore, may not appoint the Appointed Representative as their proxy. 

The above notifications from intermediaries must be received by the Company no later than 30 November 2021, i.e. the end of the third stock exchange trading day preceding the date set for the General Meeting in single call. The right to attend and vote at the General Meeting, again solely through the Appointed Representative, shall in any event remain valid to the extent that the relevant notification is received by the Company no later than the opening of the General Meeting. 

Shareholders still in the possession of share certificates in a scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare S.p.A., with registered office in Via Lorenzo Mascheroni 19, Milan) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-novies of the CFA”.

 

The proxy form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on certain and/or all the items on the Agenda and is effective solely with respect to items for which voting instructions have been given. 

The shares for which the proxy, even partially, is granted to the Appointed Representative are calculated for the purposes of the regular constitution of the General Meeting. With regard to items for which no voting instructions have been given, relevant shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of the relevant resolutions.

Granting the proxy to the Appointed Representative does not involve any expenses for the Shareholders, except for those of the eventual shipment of the proxy itself.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

Proxy form, duly filled in and signed, must be received by the Company by the end of the second stock exchange trading day preceding the date set for the General Meeting (1 December 2021 by midnight).

Proxy form can be granted to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link.

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, on this page of the Company's website under section “Notices and Forms”.

Alternatively, to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving signature powers, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES): the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;
  4. Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Pursuant to Article 106, paragraph 4, of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree No. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on certain or all items on the Agenda and is effective solely with respect to items for which voting instructions have been given, it being understood that the Appointed Representative will not express any vote at the General Meeting in relation to those items for which he has not received precise voting instructions. 

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, in this regard, taking into account that attendance at the General Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy can be granted by means of the form available on this page of the Company's website under section “Notices and Forms”.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

The proxy/sub-proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is a legal entity, must be sent to Computershare S.p.A. via one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES): the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;
  4. Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, the persons entitled submit their proxies and/or sub-proxies shall send them no later than 2 December 2021 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the granting of ordinary proxy to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours: 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to art. 127-ter of the CFA, the persons entitled to vote in the General Meeting, may ask questions on the items on the agenda before the General Meeting. 

Questions must be received by no later than the record date, being it 24 November 2021 (by midnight)

Only questions strictly relating to the items on Agenda will be accepted. 

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary. 

If the Shareholders requested their intermediary to provide the Company with the notification concerning their right to attend the General Meeting, it will be sufficient to accompany the question with the details of such notification from the intermediary.

The questions shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 or by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 30 November 2021 at the latest, with replies posted on this page of the Company's website under section “Documentation”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" section on the Company's website.

Pursuant to art. 126-bis of the CFA, Shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 13 November 2021, request to supplement the items on the Agenda, by way of submitting a request indicating the further items proposed or submitting new resolution proposals concerning the items already on the Agenda.
Requests shall be made in writing and accompanied by the certificate attesting the ownership of the shares issued by an authorized intermediary, in accordance with the law and regulations in force and shall be sent by fax to +39 06-45417450 or by the certified e-mail address atlantia@pecserviziotitoli.it
No agenda items may be added with respect to matters for which the General Meeting is required to resolve by the law on recommendations, proposals or report of the Board of Directors except for those set forth under Article 125-ter of the CFA.
No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the Agenda or the resolution proposals as supplemented, and the relevant reports on the items or the proposed resolutions supplemented upon Shareholders’ request together with Board of Directors’ considerations, if any, according to the procedure provided by Article 126-bis, paragraph 2, of the CFA.

In consideration of the fact that attendance at the General Meeting may only take place through the Appointed Representative, any holders of the right to attend the General Meeting who intend to submit proposals regarding items on the Agenda – pursuant to Article 126-bis, paragraph 1, third sub-paragraph, of the CFA – are invited to do so in advance, by 18 November 2021 by e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450.

These proposed resolutions will be published on this page of the Company's website under section “Documentationby 23 November 2021, to enable holders of voting rights to express an informed opinion, also taking into account such new proposals, and to allow the Appointed Representative to gather any voting instructions regarding such proposals. Applicants must provide appropriate proof of their right to attend the General Meeting and of the proxy issued to the Appointed Representative in order to attend the General Meeting.

For the purposes of the related publication, and with regard to the conduct of the General Meeting, the Company reserves the right to assess the pertinence of proposed resolutions with respect to agenda items, the completeness of such resolutions, their compliance with the applicable law and the right of applicants to submit such proposals.

Provisions has not been made for votes to be cast by post or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).

Atlantia S.p.A., with registered office in Piazza San Silvestro, 8 (00187) Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General  Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed. 

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia  S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General  Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

 These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Art icle 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country 

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country. 

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: in Piazza di San Silvestro 8 (00187) Rome

Controller

The controller is Atlantia S.p.A., with registered office in Piazza San Silvestro, 8 (00187 Rome)..

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@atlantia.com

Ordinary General Meeting, 31 may 2021

COVID-19 emergency – Shareholders’ Meeting without physical attendance

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held in single call at the Company’s offices at Via Alberto Bergamini 50, Rome at 14:00 on 31 May 2021, in order to deliberate on the Agenda below described.

AGENDA

  1. Disposal of the entire stake held in Autostrade per l'Italia S.p.A. by Atlantia S.p.A. in favour of the consortium formed by CDP Equity S.p.A., the Blackstone Group International Partners LLP and Macquarie European Infrastructure Fund 6 SCSp.
    Due to the managerial nature of the of the transaction presented to the General Meeting the resolution to be adopted is a merely advisory opinion.

Notices and form


Notice of Ordinary General Meeting to be held on 31 May 2021

Extract from the notice of call of Ordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper Il Sole 24 Ore on 1 may 2021 (ITALIAN VERSION)

Proxy Form to Appointed Representative

Proxy Form

Documentation


Directors’ Report concercing item 1 on agenda

Questions and answers before the General meeting

Results and Minutes


Summary of voting results on the sole agenda item

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)

Attachment C (Italian version)

Attachment D (Italian version)


By the publication date of the notice of call (30 April 2021), the Director’s report regarding the sole item on the Agenda will be made available to the public at the Company’s offices at Via Alberto Bergamini n. 50, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it) together with the relevant documentation to be presented to the General Meeting.

The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at atlantia@pecserviziotitoli.it.

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Atlantia S.p.A. has decided to avail itself of the possibility – pursuant to Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions– to provide that participation by Shareholders to the General Meeting shall be exclusively via the Appointed Representative retained pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the above mentioned Law Decree, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and/or the Notary Public and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may only, take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such case, without in any event it being necessary for the Chairman, the Secretary or a Notary Public to be present at the same location. 

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 20 May 2021, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 of the CFA. 

Any deposits in and withdrawals from custody accounts made after the Record Date shall be without effect to a person's right to vote at General Meeting. Consequently, persons who are registered as having title to shares only after the Record Date shall have no right to attend or vote at the General Meeting and therefore will not be entitled to grant a proxy to the Appointed Representative. 

The notifications by the intermediary must arrive no later than 26 May 2021, being it the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, solely through the Appointed Representative, however, shall be in case valid should the relevant notice be received by the Company after the above deadline but prior to the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Lorenzo Mascheroni 19, Milan) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-novies of the CFA”.

The proxy form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on the sole item on the Agenda and on the agenda items added by Shareholders in accordance with article 126-bis of the CFA, if any, and is effective solely with respect to items for which voting instructions have been given. 

The shares for which the proxy, even partially, is granted to the Appointed Representative are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to items for which no voting instructions have been given, relevant shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of the relevant resolutions.

Granting the proxy to the Appointed Representative does not involve any expenses for the Shareholders, except for those of the  shipment of the proxy itself, as the case may be.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

Proxy form, duly filled in and signed, must be received by the Company by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 27 May 2021).

Proxy form can be granted to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=740088555

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative [ PDF]

Alternatively, to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving signature powers, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;
  4. Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Pursuant to Article 106, paragraph 4, of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree No. 82 of 7 March 2005.

The proxy form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on the sole item on the Agenda and on the agenda items added by Shareholders in accordance with article 126-bis of the CFA, if any, and is effective solely with respect to items for which voting instructions have been given. 

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, in this regard, taking into account that attendance at the General Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy can be granted by means of this form Proxy Form [ PDF].

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

The proxy/sub-proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entity, must be sent to Computershare S.p.A. via one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;
  4. Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxies no later than 30 May 2021 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the granting of ordinary proxy to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours: 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to art. 127-ter of the CFA, the persons entitled to vote in the General Meeting, may ask questions on the sole item on the agenda before the General Meeting. 

Questions must be received by no later than the record date, being it 20 May 2021 (by midnight).

Only questions strictly relating to the sole item on Agenda will be accepted. 

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary. 

If the Shareholders requested their intermediary to provide the Company with the notification concerning their right to attend the General Meeting, it will be sufficient to accompany the question with the details of such notification from the intermediary.

The questions shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 or by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 28 May 2021 at the latest, with replies posted on this section of the Company’s website under “Questions and answers before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" section on the Company's website.

The questions received before the General Meeting according to the deadlines indicated above will be answered by 28 May 2021 pursuant to art. 127-ter of the CFA. Questions and Answers (Italian version)

Pursuant to art. 126-bis of the CFA, Shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 11 May 2021, request to supplement the items on the Agenda, by way of submitting a request indicating the further items proposed. 

Such requests must be accompanied by a report illustrating the reasons underlying the resolution proposals on the new proposed items. 

Requests shall be made in writing and accompanied by the certificate attesting the ownership of the shares issued by an authorized intermediary, in accordance with the law and regulations in force and shall be sent by fax to +39 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required to resolve by the law on recommendations, proposals or report of the Board of Directors except for those set forth under Article 125-ter.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the Agenda as supplemented by the Shareholders, and the relevant reports on the items supplemented upon Shareholders’ request together with Board of Directors’ considerations, if any, according to the procedure provided by Article 126-bis, paragraph 2, of the CFA.

Due to the managerial nature of the transaction presented to the General Meeting the Shareholders will not have the right to propose new resolution proposals on the sole agenda item.  

This does not affect the right to submit individual resolution proposal, by 21 May 2021, on any new agenda items added at the request of shareholders in accordance with article 126-bis of the CFA. Such resolution proposals will be published by the Company by 24 May 2021.

Provisions has not been made for votes to be cast by post or electronically. 

The Company’s issued capital consists of 825.783.990 ordinary shares with no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General  Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed. 

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia  S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General  Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

 These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Art icle 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country 

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country. 

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@Atlantia.com

Ordinary and Extraordinary General Meeting, 28 April 2021 (on single call)

COVID-19 emergency – Shareholders’ Meeting without physical attendance

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held in single call at the Company’s offices at Via Alberto Bergamini 50, Rome at 15:00 on 28 April 2021, in order to deliberate on the Agenda below described.

AGENDA

Ordinary meeting

  1. 2020 Financial Statements
    1. Approval of Atlantia S.p.A.’s financial statements for the year ended on 31 December 2020 accompanied by the reports of the board of Statutory Auditors and of the Independent Auditor. Presentation of the Annual Integrated Report and the consolidated financial statements for the year ended on 31 December 2020. Related and resulting resolutions.
    2. Allocation of the financial year result. Related and resulting resolutions 
  2. Appointment and determination of the remuneration of the Board of Statutory Auditors and of its Chairman for the three financial year period 2021 -2023
    1. Appointment of the Board of Statutory Auditors and of its Chairman for the financial years 2021-2022-2023. Related and resulting resolutions.
    2. Determination of the remuneration to be paid to the Chairman of the Board of Statutory Auditors and the Standing Auditors. Related and resulting resolutions 
  3. Appointment of a member of the Board of Directors. Related and resulting resolutions.
  4. Approval of an incentive plan concerning Atlantia SpA’s shares named “Stock Grant Plan 2021-2023”. Related and resulting resolutions.
  5. Report on the Remuneration Policy for 2021 and remuneration paid in 2020, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998:
    1. Approval of the first section of the report - remuneration policy for 2021 (binding resolution).
    2. Non- binding resolution on the second section of the report - remuneration paid in 2020.

Extraordinary Meeting

  1. Proposal to amend some provisions of the Articles of Association. Related and resulting resolutions:
    1. Article 8, to include a provision on identification of shareholders;
    2. Article 20, concerning the election of the Board of Directors;
    3. Article 23, concerning the meetings of the Board of Directors;
    4. Articles 26 and 28, to include provisions on Board Committees 

Notices and form


Notice of Ordinary and Extraordinary General Meeting to be held on 28 April 2021

Extract from the notice of call of Ordinary and Extraordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on 20 March 2021

Proxy Form to Appointed Representative

Proxy Form

Documentation


Directors’ Report concercing item 1 on agenda of ordinary part

Annual Integrated Report

Annual Report on Corporate Governance and Ownership Structure

Directors’ Report concercing item 2 on agenda of ordinary part

List no. 1 submitted by Sintonia S.p.A. (Italian Version)

List. no. 2 sumbitted by institutional investors (Italian Version)

Directors’ Report concercing item 3 on agenda of ordinary part

Appointment proposal submitted by Sintonia S.p.A. (Italian Version)

Appointment proposal submitted by Sintonia S.p.A. (Italian Version)

Directors’ Report concercing item 4 on agenda of ordinary part

Information Memorandum pursuant to art. 84-bis, Consob resolution 11971/1999

Directors’ Report concercing item 5 on agenda of ordinary part

Report on the Remuneration Policy for 2021 and Remuneration paid in 2020

Directors’ Report concercing item 1 on agenda of extraordinary part

Questions and answers before the General Meeting

Results and Minutes


Summary of voting results on the agenda items

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)

Attachment C (Italian version)

Attachment D (Italian version)

Attachment E (Italian version)

Attachment F (Italian version)

Attachment G (Italian version)

Attachment H (Italian version)



The documentation regarding the items on the Agenda will be made available pursuant to the terms provided for under applicable laws, at the Company’s offices at Via Alberto Bergamini n. 50, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it):

  • by the publication date of the notice of call (19 March 2021), it is published:
    • the Board of Director’s Report on item 2) of the ordinary part of the agenda of the General Meeting (“Appointment and determination of the remuneration of the Board of Statutory Auditors and of its Chairman for the three financial year period 2021 -2023”).
  • by 29 March 2021, it will be published (if not already published):
    • the Board of Director’s Report on item 1) of the ordinary part of the agenda of the General Meeting (“2020 Financial Statements”).
    • the Board of Director’s Report on item 3) of the ordinary part of the agenda of the General Meeting (“Appointment of a member of the Board of Directors”).
    • the Board of Director’s Report on item 4) of the ordinary part of the agenda of the General Meeting (“Approval of an incentive plan concerning Atlantia SpA’s shares named “Stock Grant Plan 2021-2023”) and the relevant Information Memorandum.
    • the Board of Director’s Report on item 5) of the ordinary part of the agenda of the General Meeting (“Report on the Remuneration Policy for 2021 and remuneration paid in 2020, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998”).
  • by 7 April 2021, it will be published (if not already published):
    • the 2020 Annual Integrated Report including Atlantia’s financial statements, the consolidated financial statements and non-financial information disclosure accompanied by the reports of the Board of Statutory Auditors and of the Independent Auditor together with 2020 Annual Report on Corporate Governance and Ownership Structure.
    • the documentation on item 5) on the agenda (“Report on the Remuneration Policy for 2021 and Remuneration paid in 2020, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998”).
    • the Board of Director’s Report on the sole item of the extraordinary part of the agenda of the General Meeting (“Proposal to amend some provisions of the Articles of Association”);
    • Lists of candidates to the office of member of Board of Statutory Auditors submitted by the Shareholders
  • by 14 April 2021, it will be published (if not already published):
    • Appointment proposals submitted by the Shareholders by 13 April 2021. 

The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at atlantia@pecserviziotitoli.it.

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Atlantia S.p.A. has decided to avail itself of the possibility – pursuant to Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions– to provide that participation by Shareholders to the General Meeting shall be exclusively via the Appointed Representative retained pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the CFA, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and/or the Notary Public and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may only, take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such case, without in any event it being necessary for the Chairman, the Secretary or a Notary Public to be present at the same location. 

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 19 April 2021, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of the CFA. 

Any deposits in and withdrawals from custody accounts made after the Record Date shall be without effect to a person's right to vote at General Meeting. Consequently, persons who are registered as having title to shares only after the Record Date shall have no right to attend or vote at the General Meeting and therefore will not be entitled to grant a proxy to the Appointed Representative. 

The notifications by the intermediary must arrive no later than 23 April 2021, being it the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, solely through the Appointed Representative, however, shall be in case valid should the relevant notice be received by the Company after the above deadline but prior to the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Lorenzo Mascheroni 19, Milan) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-novies of the CFA”.

he proxy form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on certain and/or all the items on the Agenda and is effective solely with respect to items for which voting instructions have been given. 

The shares for which the proxy, even partially, is granted to the Appointed Representative are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to items for which no voting instructions have been given, relevant shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of the relevant resolutions.

Granting the proxy to the Appointed Representative does not involve any expenses for the Shareholders, except for those of the eventual shipment of the proxy itself.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

Proxy form, duly filled in and signed, must be received by the Company by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 26 April 2021).

Proxy form can be granted to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=159364738

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative [PDF]

Alternatively, to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving signature powers, must be received by one of the following modalities:

1) Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);

2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it;

3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;

4) Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Pursuant to Article 106, paragraph 4, of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree No. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on certain or all items on the Agenda and is effective solely with respect to motions for which voting instructions have been given, it being understood that the Appointed Representative will not express any vote at the Shareholders' Meeting in relation to those items for which he has not received precise voting instructions. 

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, in this regard, taking into account that attendance at the General Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy can be granted by means of this form Proxy Form [PDF].

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

The proxy/sub-proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entity, must be sent to Computershare S.p.A. via one of the following modalities:

1) Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);

2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it;

3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;

4) Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxies no later than 27 April 2021 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the granting of ordinary proxy to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours: 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to the applicable laws and regulations and Article 32 of the Articles of Association, appointment of the members of the Board of Statutory Auditors shall take place on the basis of lists submitted by Shareholders who, alone or together with other Shareholders, at the time the lists were proposed, represent at least 1% of the share capital can propose lists.

No Shareholder, nor Shareholders belonging to the same group or Shareholders party to a shareholder agreement concerning the shares of the Company, may submit or vote for more than one list, including via a proxy or a trust company (“società fiduciaria”), and any candidate included in more than one list shall be disqualified.

Preparation of the lists

  • Each list must consist of two sections: one for candidates for the office of Standing Auditor and one for Alternate Auditors, and both sections must contain the names of one or more candidates which must not exceed the number of Statutory Auditors to be elected (five Standing Auditors and two Alternate Auditors) with each name assigned a sequential number and in compliance with the applicable laws concerning the balance between gender quotas.
  • As provided for by Article 32 of the Articles of Association, lists that, taking into account both sections, contain a number of candidates equal to or higher than three must indicate at least two fifths of the candidates belonging to the least represented gender (the number of candidates is rounded up to the higher number, save for the lists composed by three candidates for which the number of candidates is rounded down to the lower number). Where the number of candidates for Alternate Auditor is equal to or higher than two, they must be of two different genders.
  • Individuals who hold a number of posts as director or standing auditor equal to or above the maximum established by the applicable regulations, or do not meet the requirements for integrity, professionalism and independence required by the applicable regulations, cannot hold the office of Auditor.
  • At least two Standing Auditors and one Alternate shall be selected from among individuals listed in the register of auditors, who have been engaged in the statutory audit of accounts for a period of not less than three years. Statutory Auditors not meeting such requirement shall be selected from amongst those persons with at least three years wide-ranging experience in: a) the management and control of or administrative duties in joint-stock companies having issued capital of at least two million euros; or, b) professional activities or university instruction in legal, business and finance subjects; or, c) managerial functions at government or public sector entities engaged in lending, finance or insurance.

Each list shall be accompanied by: 

(i) information on the Shareholders who have submitted the lists and their total percentage shareholding, together with certificates attesting to their ownership of the related shares; 

(ii) exhaustive information regarding candidates’ personal and professional details; 

(iii) declarations from the individual candidates accepting their candidature and a personal warranty that there is no fact or deed which could give rise to their disqualification and that they meet the legal requirements for holding such office, including compliance with the limit on the total number of positions held, as established by the laws and regulations in force, and indicating any positions as director or statutory auditor held at other joint-stock companies; and 

(iv) a declaration from the Shareholders other than those who hold, alone or together with other Shareholders, a controlling or relative majority interest, certifying that no affiliation relationships, , also indirect, exist - as defined by CONSOB under Article 144-quinques of the regulation adopted with CONSOB Resolution 11971 of 14 May 1999 – with these Shareholders. When filing such declaration, Shareholders are invited to take into account the recommendation expressed by CONSOB in its Ruling DEM/9017893 of 26 February 2009. 

Submission of the lists

Lists proposed by the Shareholders must be submitted at the Company’s office in Rome, Via Alberto Bergamini n. 50 or sent via certified email at atlantia@pecserviziotitoli.it by 3 April 2021, i.e. at least twentyfive days before the date of the General Meeting on single call. Shareholders must also submit both information enabling the identification of the Shareholders submitting the lists and the additional documentation required by the laws and regulations in force.

Ownership of the minimum percentage of the Company’s share capital required to submit lists is established on the basis of shares recorded as being in the shareholders’ possession at the date on which the lists are filed with the Company. Certification proving ownership of the minimum number of shares to submit lists may also be produced after the list itself has been deposited, provided it is by the term set for publication of the lists by the Company (i.e. by 7 April 2021), by means of notification to be issued by an intermediary authorized to do so under the regulations in force. 

Any lists not in compliance with the above shall be deemed to have not been submitted.

If by 3 April 2021 only one list of candidates for the office of Statutory Auditor is submitted or lists are only proposed by Shareholders who are affiliated with each other, the Company shall communicate this without delay, and the persons with the right to propose lists can submit additional lists by submitting them to the Company’s office in Rome, via Alberto Bergamini n. 50 or by certified email to atlantia@pecserviziotitoli.it until the third days following such date, i.e. 6 April 2021. In this case, the size of shareholding required to qualify for the right to submit lists is reduced by half.

Publication of the lists

The Company will make the lists available to the public at the Company’s offices at Via Alberto Bergamini 50, on the Company’s website (http://www.atlantia.it/en/investors/general-meetings.html) and on the authorised 1Info storage platform (www.1Info.it) by 7 April 2021i.e. at least twentyone days before the date on which the General Meeting has been called on single call.

Appointment of the Board of Statutory Auditors

Members of the Board of Statutory Auditors shall be appointed in the following manner:

  1. three Standing Auditors and one Alternate to be elected shall be taken in sequential order from the list receiving the majority of votes cast by the holders of shares carrying voting rights and in compliance with the applicable laws concerning gender quotas;
  2. the remaining two Standing Auditors shall be taken from the other lists. For that purpose, the votes cast for those other lists shall be successively divided by one and two. The resultant quotients shall be progressively assigned to candidates of each of the said lists, according to the order provided for in the relevant list. The resultant quotients shall be allocated to the candidates on each list who shall then be ranked in decreasing order by the total quotients allocated to them: the two candidates elected shall be those with the highest quotients, provided that the required balance between gender quotas has been complied with;
  3. if, following the vote and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates which would result to be elected in the various lists shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described above in letter b). The candidate in such ranking list from the most represented gender having the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender who would result in not being elected and belonging to the same list. If there are no other candidates in this list, the above replacement shall be approved by the General Meeting with the majority required by law.
    If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate. In the event that candidates have equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected provided that the applicable laws concerning the balance between gender quotas have been complied with. 
    The Chairman of the Board of Statutory Auditors shall be the first candidate on the minority list that obtains the highest number of votes.
    The remaining Alternate Auditor shall be drawn from the list which receives the highest number of votes among the lists submitted and voted for by Shareholders which are not associated with the majority Shareholders according to the applicable law.

Provided that Shareholders can exclusively take part in the General Meeting through the Appointed Representative, the appointment proposals shall be submitted by the Shareholders by 13 April 2021 via certified e-mail to atlantia@pecserviziotitoli.it or fax to +39-06-45417450. With a view to allowing those entitled to vote to provide the Appointed Representative with relevant voting instructions in line with the terms defined in the call notice of the General Meeting and in this section of the Company’s website, thus allowing them to exercise their rights in an informed manner, appointment proposals being submitted after the above deadline will not be taken into account.

Without prejudice for the above, the Shareholders are invited to submit the appointment proposals as soon as possible and preferably within the deadline established for the submission of the lists of candidates for the office of member of the Board of Statutory Auditors (3 April 2021), provided that all appointment proposals received by 13 April 2021 will be accepted.

Appointment proposals shall be accompanied by (i) exhaustive information regarding candidates’ personal and professional details; (ii) declarations of the individual candidates accepting their candidature and a certification, under personal responsibility, personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office, and that, where applicable, they meet the independence requirements established by the legislation and regulations in force and the Corporate Governance Code of Listed Companies.

The right to formulate applications shall be confirmed through adequate documents attesting the proposer’s right to vote at the record date (19 April 2021), subject to the condition that the proposal will be exclusively voted in case a proxy to attend the General Meeting will be granted to the Appointed Representative in line with the terms of the notice of call.

The Company will promptly, and anyway within 14 April 2021, publish the appointment proposals on the corporate website at https://www.atlantia.it/en/investors/general-meetings as well as on the 1Info database platform (www.1Info.it).

Further information concerning the submission of appointment proposals and the relevant publication is contained in the Board of Directors’ explanatory report, which is available on this Section of the Company’s website.

For the event that no appointment proposals are submitted by the deadline set forth in this notice of call or none of the submitted proposals is approved with the majorities provided for by the law, it is proposed to reduce to fourteen the number of Directors.

Further information concerning the possible reduction of the number of the member of the Board of Directors is contained in the Board of Directors’ explanatory report, which is available on this Section of the Company’s website.

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as controller, hereby informs, under article 13 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) - of the processing of data for the purposes of the candidacy as a member of the Company's corporate bodies (e.g. Board of Directors, Board of Statutory Auditors, etc.). 

  1. Personal data and purposes of the processing
    The personal data subject to processing consists of personal and contact data (e.g. name, surname, tax code, address, etc.) as well as information relating to the professional career in the curriculum vitae (e.g. educational qualifications, professional experience, etc.). Judicial data may be processed in compliance with laws or regulations.  
    The above information is processed - through the inclusion in the list or the presentation of the candidacy proposal which, pursuant to the laws and regulations in force, will be subject to a vote by the Ordinary Shareholders' Meeting of the Company - for the assessment and verification of aptitudes, professional skills, requisites of honorableness and absence of causes of ineligibility, as well as for the other purposes required by the regulations in force for the appointment as a member of the Company's corporate bodies (Board of Directors, Board of Statutory Auditors, etc.).
    In compliance with the principle of minimization, the Data Controller collects only data that are adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed.  It is therefore requested do not include in the  curriculum vitae any confidential information that is not necessary or in addition to the purposes indicated above.
    Under article 6, paragraph 1, letters b) and c) of the Regulation, the consent of the candidate is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound. Failure to provide the data would make it impossible for the Controller to execute the contractual relationship to which the candidate is a party and to fulfil the aforementioned legal obligations.
  2. Processing arrangements and record-keeping duration
    The data will be processed both by paper and electronic means and, with reference to the latter, by means of IT tools (e.g. software, hardware platforms, applications, etc.) owned or licensed, ensuring in any case that such tools are equipped with adequate security measures with respect to the processing for which they are used.
    Personal data shall be retained for a period of 10 years as a precautionary measure in relation to the statute of limitations under civil law, plus a further 12 months, exclusively for purposes related to the performance of legal obligations or the defence of Atlantia's rights in court. In the event of any litigation, the above retention periods shall be suspended until the parties have fully resolved on the matter.  
  3. Categories of third parties to whom the data may be disclosed
    The data may be disclosed with the view to complying with specific legal or regulatory obligations to audit firms, other professional firms, or sole practitioners for giving advice and assistance in corporate transactions, as well as to governmental bodies and public authorities (courts, Italian Stock Exchange, Consob, foreign authorities – if any and competent, etc.).
    In addition to the employees who work in Atlantia S.p.A.’s General Counsel Department, processing of the candidate’s personal data is carried out also by Computershare S.p.A., provider of support and assistance services for the general meeting and, to this end, appointed as data processor.
  4. Disclosure of personal data
    Some of the candidate’s personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.
  5. Publication and dissemination
    In accordance with the provisions of the laws and regulations governing the list voting mechanism, the integration of the Board of Directors and the Company's regulated information, the data will be published on the Company's website, in the section devoted to the General Meeting, and disseminated to the market via the SDIR 1Info service, which the Company uses to disseminate and store regulated information.
  6. Transfer of data to a foreign country
    Except for any specific necessities which will be agreed from time to time, the candidate’s personal data are not transferred to any foreign country.
  7. Rights of the data subject
    Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges the candidate’s power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).
    Furthermore, in the manner and within the limits provided for by the applicable laws, the candidate has the right to:
    • request the updating, rectification, integration, cancellation, transformation into anonymous form, blocking of data processed in violation of the law, including data no longer necessary to achieve the purposes for which they were collected
    • receive information on the logic, methods and purposes of the processing;
    • receive the data in a structured, commonly used and machine-readable format;
    • to revoke the consent given to the processing of your data at any time and to object, in whole or in part, to the use of the data;
    • to lodge a complaint with the Authority, as well as to exercise the other rights recognised to you by current legislation.
    The Data Controller reserves the right to assess the applicability, with respect to the processing of personal data concerning you, of one or more of the rights mentioned above.
    The candidate’s rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.
  8. Controller
    The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.
  9. Data Protection Officer
    Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed as Data Protection Officer the manager pro tempore of the Group Compliance and Security Department, professionally residing at the operating branch in via A. Bergamini, 50, 00159 Rome.

Pursuant to art. 127-ter of the CFA, the persons entitled to vote in the General Meeting, may ask questions on the items on the agenda before the General Meeting. 

Questions must be received by no later than the record date, being it 19 April 2021 (by midnight).

Only questions strictly relating to the items on Agenda will be accepted. 

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary. 

If the Shareholders who requested their intermediary to provide the Company with the notification concerning their right to attend the General Meeting, it will be sufficient to accompany the question with the details of such notification from the intermediary.

The questions shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 or by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 25 April 2021 at the latest, with replies posted on this section of the Company’s website under “Questions and answers before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" section on the Company's website.

The questions received before the General Meeting according to the deadlines indicated above will be answered by 25 April 2021 (Italian version - PDF) pursuant to art. 127-ter of the CFA.

Pursuant to art. 126-bis of the CFA, Shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 29 March 2021, request to supplement the items on the Agenda, by way of submitting a request indicating the further items proposed or submitting new resolution proposals concerning the items already on the Agenda. 

Such requests must be accompanied by a report illustrating the reasons underlying the resolution proposals on the new proposed items or the reasons underlying the further resolution proposals on the items already on the Agenda. 

Requests shall be made in writing and accompanied by the certificate attesting the ownership of the shares issued by an authorized intermediary, in accordance with the law and regulations in force and shall be sent by fax to +39 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required to resolve by the law on recommendations, proposals or report of the Board of Directors except for those set forth under Article 125-ter of the CFA.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the Agenda or the resolution proposals as supplemented, and the relevant reports on the items or the proposed resolutions supplemented upon Shareholders’ request together with Board of Directors’ considerations, if any, according to the procedure provided by Article 126-bis, paragraph 2, of the CFA.

In consideration of the fact that attendance at the General Meeting may only take place through the Appointed Representative, any holders of the right to attend the General Meeting who intend to submit proposals regarding items on the Agenda – pursuant to Article 126-bis, paragraph 1, third sub-paragraph, of the CFA – are invited to do so in advance, by 13 April 2021 to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450.

These proposed resolutions will be published in this section of the Company’s website by 17 April 2021, to enable holders of voting rights to express an informed opinion, taking into account such new proposals, and to allow the Appointed Representative to gather any voting instructions regarding such proposals. Applicants must provide appropriate proof of their right to attend the General Meeting and of the proxy issued to the Appointed Representative in order to attend the General Meeting.

For the purposes of the related publication, and with regard to the conduct of the General Meeting, the Company reserves the right to assess the pertinence of proposed resolutions with respect to agenda items, the completeness of such resolutions, their compliance with the applicable law and the right of applicants to submit such proposals.

Provisions has not been made for votes to be cast by post or electronically. 

The Company’s issued capital consists of 825.783.990 ordinary shares with no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General  Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed. 

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia  S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General  Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

 These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Art icle 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country 

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country. 

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@atlantia.com

Extraordinary General Meeting, 29 March 2021 (on single call)

COVID-19 emergency - Shareholders' Meeting without physical attendance

The holders of voting rights are hereby called to attend the Extraordinary General Meeting to be held in single call at the Company’s offices at Via Alberto Bergamini 50, Rome at 15:00 on 29 March 2021, in order to deliberate on the sole item on the Agenda below described.

Agenda

  1. Extension of the deadline for the fulfilment of the condition precedent provided for by article 7.1(ix) of the plan for the partial, proportional demerger of Atlantia S.p.A. in favour of Autostrade Concessioni e Costruzioni S.p.A. approved on January 15, 2021; related and resulting resolutions.

Notices and forms


Notice of Extraordinary General Meeting to be held on 29 March 2021

Extract from the notice of call of Extraordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper Il Sole 24 Ore on 28 February 2021 (Italian version)

Proxy Form to Appointed Representative

Proxy Form

Documentation


Directors’ Report concercing item 1 on agenda

Results and Minutes


Summary results of voting on agenda’s item

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)

Attachment C (Italian version)


The documentation regarding the sole item on the Agenda will be made available pursuant to the terms provided for under applicable laws, at the Company’s offices at via Alberto Bergamini, 50, Rome, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it);

  • by the publication date of the notice of call of the Extraordinary General Meeting (27 February 2021), it is published:
    • the BoD Report on the sole item of the agenda (“Extension of the deadline for the fulfilment of the condition precedent provided for by article 7.1(ix) of the plan for the partial, proportional demerger of Atlantia S.p.A. in favour of Autostrade Concessioni e Costruzioni S.p.A. approved on January 15, 2021; related and resulting resolutions”).

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Atlantia S.p.A. has decided to avail itself of the possibility – pursuant to Article 106 of Italian Decree Law 18/20 converted into Law 24 April 2020 No. 27 and subsequent amendments and additions– to provide that participation by shareholders in the General Meeting shall be exclusively via the Appointed Representative retained pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the CFA, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may only, take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such cases, without in any event it being necessary for the Chairman, the Secretary or a Notary to be present at the same location. 

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 18 March 2021, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 of the CFA. 

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting. 

Such notification by the intermediary must arrive no later than 24 March 2021, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, solely through the Appointed Representative, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020 converted into Law 24 April 2020 No. 27 and subsequent amendments and additions, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Mascheroni 19, Milan) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-novies of the CFA”.

The proxy form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on the sole item on the agenda and on the eventual agenda items added by Shareholders in accordance with article 126-bis of the CFA and is effective solely with respect to motions for which voting instructions have been given. 

The shares for which the proxy is granted to the Appointed Representative, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to motions for which no voting instructions have been given, shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

Granting the proxy to the Appointed Representative does not involve any expense for the shareholder, except for those of eventual shipment of the proxy itself.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

Proxy forms, duly filled in and signed, must be received by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 25 March 2021).

The proxy forms can be conferred to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=769802748

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative (PDF)

Alternatively, to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, must be received by one of the following modalities:

1) Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);

2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;

3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome;

4) Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020 converted into Law 24 April 2020 No. 27 and subsequent amendments and additions, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree no. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on the sole item on the agenda and on the eventual agenda items added by Shareholders in accordance with article 126-bis of the CFA and is effective solely with respect to motions for which voting instructions have been given. It being understood that the Appointed Representative will not express any vote at the Shareholders' Meeting in relation to those motions for which he has not received precise voting instructions.

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, in this regard, taking into account that attendance at the Shareholders' Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy it can be conferred by means of this form Proxy Form (PDF).

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA

The proxy/sub-proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entity, must be sent to Computershare S.p.A. via one of the following modalities:

1) Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);

2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;

3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome;

4) Via FAX at the number: +39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxy no later than 28 March 2021 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the ordinary proxy granted to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours: 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to art. 127-ter of the CFA, the persons entitled to vote in the General Meeting, may ask questions on the sole item on the agenda before the General Meeting. 

Questions must be received by no later than the record date, being 18 March 2021 (by midnight).

Only questions strictly relating to the sole item on agenda will be accepted. 

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary. 

If the asker of the question has requested its intermediary to provide proof of its right to attend the General Meeting, it will be sufficient to accompany the question with the details of this notification from the intermediary.

The question shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 or by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 26 March 2021 at the latest, with replies posted on this section of the Company’s website under “Questions and answers before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Answers to the questions received before the General Meeting will be provided pursuant to art. 127-ter of the CFA by 26 March 2021.

Note: no questions have been submitted

Pursuant to art. 126-bis of the CFA, shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 9 March 2021, apply for the addition of agenda. 

Such requests must be accompanied by a report illustrating the reasons for the above proposals on the new items to be dealt with. 

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required by the law to resolve on the recommendations, proposals or report of the Board of Directors.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the supplemented Agenda, with the above additions, and the relevant report accompanied by observations from the Board of Directors, as the case may be, within the terms prescribed by paragraph 2) of art. 126-bis, of the CFA, according to the same and procedure for publication of the notice of the General Meeting.

Shareholders will not have the right to propose new motions on the sole agenda item, given that, as required by law, the General Meeting will deliberate on this agenda item on the basis of a proposal and a plan put forward by the Board of Directors. 

This does not affect the right to propose individual motions, by 16 March 2021, on any new agenda items added at the request of shareholders in accordance with article 126-bis of the CFA.

Provision has not been made for votes to be cast by mail or electronically. 

The Company’s issued capital consists of 825.783.990 ordinary shares with no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General  Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed. 

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia  S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General  Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

 These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Art icle 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country 

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country. 

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@Atlantia.com

Extraordinary General Meeting, 15 January 2021 (on single call)

COVID-19 emergency - Shareholders' Meeting without physical attendance

The holders of voting rights are hereby called to attend the Extraordinary General Meeting to be held in single call at the Company’s offices at Via Alberto Bergamini 50, Rome at 11:00am on 15 January 2021, in order to deliberate on the sole item on the Agenda below described.

Agenda

  1. Approval of the proposed partial, proportional demerger of Atlantia SpA in favour of a wholly owned subsidiary, Autostrade Concessioni e Costruzioni SpA; proposed amendment of article 6 of the Articles of Association; related and resulting resolutions.
     

Notices and form


Notice of Extraordinary General Meeting to be held on 15 January 2021

Extract from the notice of call of Extraordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on 15 December 2020 (Italian version)

Proxy Form to Appointed Representative

Proxy Form

Documentation


Directors’ Report concercing item 1 on agenda

Demerger plan approved by the BoD dated 14/12/2020 together with Annex A

ANNEX B to the Demerger Plan (149 kb - PDF), amended as per the Notice to Shareholders dated 28/12/2020

2019 Annual Report

2018 Annual Report

2017 Annual Report

Question and Answer before the General Meeting

Results and Minutes


Summary results of voting on agenda’s item

Minutes of General Meeting

Attachment A (Italian Version)

Attachment B (Italian Version)

Attachment C (Italian Version)

Attachment D (Italian Version)


The documentation regarding the sole matter on the Agenda will be made available pursuant to the terms provided for under applicable laws, at the Company’s registered office, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it);

  • by the publication date of the notice of call of the Extraordinary General Meeting (14 December 2020), it is published:
    • the BoD Report on the sole item of the agenda and the Demerger Plan (“Approval of the proposed partial, proportional demerger of Atlantia SpA in favour of a wholly owned subsidiary, Autostrade Concessioni e Costruzioni SpA; proposed amendment of article 6 of the Articles of Association; related and resulting resolutions”).

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Atlantia S.p.A. has decided to avail itself of the possibility – pursuant to Article 106 of Italian Decree Law 18/20, and referred to in Article 71 of Italian Decree Law 104/20 – to provide that participation by shareholders in the General Meeting shall be exclusively via the Appointed Representative retained pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the CFA, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may only,  take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such cases, without in any event it being necessary for the Chairman, the Secretary or a Notary to be present at the same location. 

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 6 January 2021, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 of the CFA. 

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting. 

Such notification by the intermediary must arrive no later than 12 January 2021, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, solely through the Appointed Representative, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Mascheroni 19, Milan ) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-novies of the CFA”.

The proxy form appointing the Appointed Representative must include voting instructions on the sole item on the agenda and on the eventual agenda items added by Shareholders in accordance with article 126-bis of the CFA and is effective solely with respect to motions for which voting instructions have been given.

The shares for which the proxy is granted to the Appointed Representative, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to motion for which no voting instructions have been given, shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

Granting the proxy to the Appointed Representative does not involve any expense for the member, except for those of eventual shipment of the proxy itself.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

Proxy forms, duly filled in and signed, must be received by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 13 January 2021).

The proxy forms can be conferred to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=332790438

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative [PDF]

Alternatively, to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, must be received by one of the following modalities:

  1. 1) Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. 2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;
  3. 3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.
  4. 4) Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed  Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

With reference to the guidance contained in the Directors’ report on the sole agenda item, Shareholders are invited to submit their voting instructions on a date that is as close as possible to the final deadline referred to in this notice.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree no. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on the sole item on the agenda and on the eventual agenda items added by Shareholders in accordance with article 126-bis of the CFA and is effective solely with respect to motions for which voting instructions have been given, it being understood that the Appointed Representative will not express any vote at the Shareholders' Meeting in relation to those motions for which he has not received precise voting instructions.

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, without prejudice to the right of the represented person to indicate one or more substitutes. In any case, no substitutes other than the Appointed Representative, Computershare S.p.A., may be indicated.

Furthermore, taking into account that attendance at the Shareholders' Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy it can be conferred by means of this form Proxy Form [ PDF].

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA

The proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entity, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.
  4. Via FAX at the number: +39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed  Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxy no later than 14 January 2021 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

With reference to the guidance contained in the Directors’ report on the sole agenda item, Shareholders are invited to submit their voting instructions on a date that is as close as possible to the final deadline referred to in this notice.

For information regarding the ordinary proxy granted to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours : 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), the persons entitled to vote in the General Meeting, may ask questions on the matters on the agenda before the General Meeting. 

Questions must be received by no later than the record date, being 6 January 2021 (by midnight).

Only questions strictly relating to agenda items will be accepted. 

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary. 

If the asker of the question has requested their intermediary to provide proof of their right to attend the General Meeting, it will be sufficient to accompany the question with the details of this notification from the intermediary.

The question shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 12 January 2021 at the latest, with replies posted on this section of the Company’s website under “Question and answer before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Answers to the questions received before the General Meeting will be provided pursuant to art. 127-ter of the CFA by 12 January 2021.

PDF (Italian version)

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 24 December 2020, apply for the addition of agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals on the new matters to be dealt with.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required by the law to resolve on the recommendation, proposal or report of the Board of Directors.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the supplemented Agenda, with the above additions, and the relevant report accompanied by observations from the Board of Directors, as the case may be, within the terms prescribed by paragraph 2) of art. 126-bis, of the CFA, according to the same and procedure for publication of the notice of the General Meeting.

Shareholders will not have the right to propose new motions on the sole agenda item, given that, as required by law, the General Meeting will deliberate on this agenda item on the basis of a proposal and a plan put forward by the Board of Directors.

This does not affect the right to propose individual motions, by 5 January 2021, on any new agenda items added at the request of shareholders in accordance with article 126-bis of the CFA.

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General  Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed. 

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia  S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General  Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

 These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Art icle 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country 

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country. 

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@Atlantia.com

Ordinary and Extraordinary General Meeting, 30 October 2020 (on single call)

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held in single call at the Company’s offices at Via Alberto Bergamini 50, Rome at 10:00am on 30 October 2020, in order to deliberate on items on the Agenda below described.

AGENDA

Ordinary session

  1. Election of a Director in accordance with art. 2386 of the Italian Code. Determination of the related remuneration. Related and resulting resolutions.

Extraordinary session

  1. Revocation of the resolution by which the Extraordinary General Meeting of 8 August 2013 approved the capital increase to service the contingent value rights. The resulting release in full of the statutory reserve named the “Non-distributable reserve for contingent value rights”, established under the same shareholder resolution in order to cover payment for the shares to be issued to service the contingent value rights. Amendments to article 6 of the articles of association; related and resulting resolutions.
    Link to the Extraordinary General meeting dated 8 August 2013: www.atlantia.it/en/investors/atlantia-gemina-merge
  2. Proposed amendments to the following Articles of Association: (i) 6 to eliminate the reference to the par value of the shares; (ii) 20 and 32 to comply with the legislation on gender quotas; and (iii) 23 to amend the procedure for calling Board of Directors’ meetings; related and resulting resolutions.
  3. Approval of the proposed partial, proportional demerger of Atlantia SpA in favour of a wholly owned subsidiary, Autostrade Concessioni e Costruzioni SpA; proposed amendment of article 6 of the Articles of Association; related and resulting resolutions.
    [ITEM WITHDRAWN BY THE BOARD OF BOARD OF DIRECTORS HELD ON 28/10/2020 – AS PER THE PRESS RELEASE AND THE NOTICE PUBLISHED IN THIS PAGE OF THE WEBSITE – AND POSTPONED TO A NEW GENERAL MEETING TO BE HELD NO LATER THAN 15 JANUARY 2021]
     

Notices and form


Notice of Ordinary and Extraordinary General Meeting dated 30 October 2020

Extract from the notice of call of the Ordinary and Extraordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on 30 September 2020

Notice to shareholders

Proxy Form to Appointed Representative

Proxy Form

Documentation


Directors’ Report concercing item 1 on agenda of the ordinary part

Directors’ Report concercing item 1 on agenda of the extraordinary part

Directors’ Report concercing item 2 on agenda of the extraordinary part

Directors’ Report concercing item 3 on agenda of the extraordinary part

Demerger plan and relevant annex approved by the BoD dated 24/9/2020

2019 Annual Report

2018 Annual Report

2017 Annual Report

Question and answer before the General Meeting

Results and Minutes


Summary results of voting on agenda items

Minutes of General Meeting

Attachment A (Italian Version)

Attachment B (Italian Version)

Attachment C (Italian Version)

Attachment D (Italian Version)

Attachment E (Italian Version)


The documentation regarding the matters on the Agenda will be made available pursuant to the terms provided for under applicable laws, at the Company’s registered office, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it):

  • by the publication date of the notice of call of the Ordinary General Meeting (29 September 2020), it is published:
    • - the BoD Report on item 1) of the agenda of Ordinary Session (“Election of a Director in accordance with art. 2386 of the Italian Code. Determination of the related remuneration. Related and resulting resolutions”);
    • - the BoD Report on item 1) of the agenda of the Extraordinary Session (“Revocation of the resolution by which the Extraordinary General Meeting of 8 August 2013 approved the capital increase to service the contingent value rights. The resulting release in full of the statutory reserve named the “Non-distributable reserve for contingent value rights”, established under the same shareholder resolution in order to cover payment for the shares to be issued to service the contingent value rights. Amendments to article 6 of the articles of association; related and resulting resolutions”).
    • - the BoD Report on item 2) of the agenda of the Extraordinary Session (“Proposed amendments to the following Articles of Association: (i) 6 to eliminate the reference to the par value of the shares; (ii) 20 and 32 to comply with the legislation on gender quotas; and (ii) 23 to amend the procedure for calling Board of Directors’ meetings; related and resulting resolutions”).
    • - the BoD Report on item 3) of the agenda of the Extraordinary Session and the demerger plan with the relevant annex (“Approval of the proposed partial, proportional demerger of Atlantia SpA in favour of a wholly owned subsidiary, Autostrade Concessioni e Costruzioni SpA; proposed amendment of article 6 of the Articles of Association; related and resulting resolutions”).

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Atlantia S.p.A. has decided to avail itself of the possibility – pursuant to Article 106 of Italian Decree Law 18/20, and referred to in Article 71 of Italian Decree Law 104/20 – to provide that participation by shareholders in the General Meeting shall be exclusively via the Appointed Representative retained pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the CFA, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may also, take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such cases, without in any event it being necessary for the Chairman, the Secretary or a Notary to be present at the same location.

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 21 October 2020, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 of the CFA.

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 27 October 2020, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, solely through the Appointed Representative, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Mascheroni 19, Milan ) alternatively pursuant to:

(i) art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or

(ii) art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-novies of the CFA”.

The proxy form appointing the Appointed Representative must include voting instructions on any and all agenda items and is effective solely with respect to motions for which voting instructions have been given.

The shares for which the proxy is granted to the Appointed Representative, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to motion for which no voting instructions have been given, shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

Granting the proxy to the Appointed Representative does not involve any expense for the member, except for those of eventual shipment of the proxy itself.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

Proxy forms, duly filled in and signed, must be received by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 28 October 2020).

The proxy forms can be conferred to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=418593474

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative [PDF]

Alternatively to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, must be received by one of the following modalities:

1) Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);

2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;

3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.

4) Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree no. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on all or some of the motions relating to the matters on the agenda, it being understood that the Appointed Representative will not express any vote at the Shareholders' Meeting in relation to those motions for which he has not received precise voting instructions.

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, without prejudice to the right of the represented person to indicate one or more substitutes. In any case, no substitutes other than the Appointed Representative, Computershare S.p.A., may be indicated.

Furthermore, taking into account that attendance at the Shareholders' Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy it can be conferred by means of this form Proxy Form [PDF].

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA

The proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entity, must be received by one of the following modalities:

1) Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);

2) Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;

3) Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.

4) Via FAX at the number: +39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxy no later than 29 October 2020 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the ordinary proxy granted to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours : 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), the persons entitled to vote in the General Meeting, may ask questions on the matters on the agenda before the General Meeting.

Questions must be received by no later than the record date, being 21 October 2020 (by midnight).

Only questions strictly relating to agenda items will be accepted.

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary.

If the asker of the question has requested their intermediary to provide proof of their right to attend the General Meeting, it will be sufficient to accompany the question with the details of this notification from the intermediary.

The question shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 o by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 27 October 2020 at the latest, with replies posted on this section of the Company’s website under “Question and answer before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 9 October 2020, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals on the new matters to be dealt with or the reasons for further proposed resolutions on matters already on the agenda.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required by the law to resolve on the recommendation, proposal or report of the Board of Directors.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the supplemented Agenda, with the above additions, and the relevant report accompanied by observations from the Board of Directors, as the case may be, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting.

In consideration of the fact that attendance at the General Meeting may only take place through the Appointed Representative, any holders of the right to attend the General Meeting who intend to submit motions regarding agenda items – pursuant to the penultimate sub-paragraph of paragraph 1 of art. 126-bis of the CFA – are invited to do so in advance, and no later than 15 October 2020 to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450.

These proposed motions will be published in this section of the Company’s website by 20 October 2020, to enable the holders of voting rights to express an informed opinion, taking into account such new proposals, and to allow the Appointed Representative to gather any voting instructions regarding such motions. Applicants must provide appropriate proof of their right to attend the General Meeting and of the proxy issued to the Appointed Representative in order to attend the General Meeting.

For the purposes of the related publication, and with regard to the correct conduct of the General Meeting, the Company reserves the right to assess the pertinence of proposed motions with respect to agenda items, the completeness of such motions, their compliance with the applicable law and the right of applicants to submit such proposals.

In the case of proposed motions on agenda items representing an alternative to those proposed by the Board of Directors, the motion proposed by the Board will be the first to be put to the vote (unless it is withdrawn) and, only if this proposal is rejected, will the motion proposed by shareholders be put to the vote. These proposals, including when there is no proposal from the Board, will be put to the General Meeting starting from the proposal submitted by shareholders representing a majority of the issued capital. Only if this proposal is rejected will the proposal submitted by shareholders representing the next largest interest in the Company be put to the vote.

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 7,772,693).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed.

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Art icle 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country.

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@atlantia.com

Ordinary General Meeting, 29 May 2020

COVID-19 emergency - Shareholders' Meeting without physical attendance

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s offices at Via Alberto Bergamini 50, Rome at 10 am on 29 May 2020, on single call, to resolve on the following

Agenda

  1. Atlantia S.p.A.’s financial statements for the year ended 31 December 2019. The reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditor. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2019. Related and resulting resolutions.
  2. Engagement of the Independent Auditor for the financial years 2021-2029. Related and resulting resolutions.
  3. Election of two members of the Board of Directors. Related and resulting resolutions.
  4. Proposal for revocation of the General Meeting’s resolution of 18 April 2019 limited to the authorisation to purchase treasury shares, without prejudice to the authorisation to sell treasury shares therein contained. Related and consequent resolutions.
  5. Proposal for a Free Share Scheme for Employees for the year 2020. Related and Resulting resolutions.
  6. Report on the Remuneration Policy for 2020 and Remuneration paid in 2019, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
    1. First section: Report on the Remuneration Policy for 2020 (binding resolution);
    2. Second section: Report on Remuneration paid in 2019 (non-binding resolution).

Notices and form


Notice of Ordinary General Meeting dated 29 May 2019

Extract from the notice of call of the Ordinary General Meeting that will be published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on 30 April 2020 (Italian Version - PDF)

Proxy Form to Appointed Representative

Proxy Form

Documentation


Annual Report 2019

Annual Report on Corporate Governance and Ownership Structure

2019 Integrated Report (Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016)

Directors’ Report concercing item 2 on agenda

Directors’ Report concercing item 3 on agenda

Directors’ Report concercing item 4 on agenda

Directors’ Report concercing item 5 on agenda

Information Memorandum pursuant to art. 84-bis, Consob resolution 11971/1999

Directors’ Report concercing item 6 on agenda

Report on the Remuneration Policy for 2020 and Remuneration paid in 2019

Question and answer before the general meeting

Results and Minutes


Summary results of voting on agenda items

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)

Attachment C (Italian version)

Attachment D (Italian version)

Attachment E (Italian version)

Attachment F (Italian version)

Attachment G (Italian version)


The documentation regarding the matters on the Agenda will be made available pursuant to the terms provided for under applicable laws, at the Company’s registered office, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it):

  • by the publication date of the notice of call of the Ordinary General Meeting (29 April 2020), it is published:
    • the BoD Report on item 2) of the agenda (“Engagement of the Independent Auditor for the financial years 2021-2029. Related and resulting resolutions”).
    • the BoD Report on item 3) of the agenda (“Election of two members of the Board of Directors. Related and resulting resolutions”).
    • the BoD Report on item 5) of the agenda (“Proposal for a Free Share Scheme for Employees for the year 2020. Related and Resulting resolutions.”) and the relevant Information Memorandum.
    • the BoD Report on item 6) of the agenda (“Report on the Remuneration Policy for 2020 and Remuneration paid in 2019, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998: 6.1 First section: Report on the Remuneration Policy for 2020 (binding resolution); 6.2 Second section: Report on Remuneration paid in 2019 (non-binding resolution)”).
  • by 30 April 2020, it will be published:
    • the documentation on item 1) of the agenda (“Atlantia S.p.A.’s financial statements for the year ended 31 December 2019. The reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditor. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2019. Related and resulting resolutions”);
    • 2019 Integrated Report (Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016) together with the relevant attestation prepared by the Independent Auditors (also available at the following link http://www.atlantia.it/it/sostenibilita/bilancio_integrato), pursuant to the Legislative Decree no. 254 of 30 December 2016 and the related implementing Regulation adopted by Consob with Resolution no. 20267 of 18 January 2018. It should be noted that this statement, which contains information on environmental, social and personnel issues, respect for human rights and the fight against active and passive corruption, is submitted to the Shareholders' Meeting for information purposes only, since it is not subject to their approval being act falling within the competence of the Board of Directors.
  • by 8 May 2020, it will be published:
    • the BoD Report on item 4) of the agenda (“Proposal for revocation of the General Meeting’s resolution of 18 April 2019 limited to the authorisation to purchase treasury shares, without prejudice to the authorisation to sell treasury shares therein contained. Related and consequent resolutions”).
    • the documentation on item 6) of the agenda (“Report on the Remuneration Policy for 2020 and Remuneration paid in 2019, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998:6.1 First section: Report on the Remuneration Policy for 2020 (binding resolution); 6.2 Second section: Report on Remuneration paid in 2019 (non-binding resolution))”.

In compliance with art. 106, paragraph 4.2 of Law Decree 18 of 17 March 2020, containing “Measures to strengthen the National Health Service and provide financial support for households, workers and businesses affected by the COVID-19 epidemic”, shareholders may only attend the General Meeting through the appointed representative designated in accordance with art. 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the CFA, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may also, take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such cases, without in any event it being necessary for the Chairman, the Secretary or a Notary to be present at the same location.

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on20 May 2020, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 of the CFA.

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 26 May 2020, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, solely through the Appointed Representative, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Mascheroni 19, Milan ) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art.135-novies of the CFA”.

The proxy form appointing the Appointed Representative must include voting instructions on any and all agenda items and is effective solely with respect to motions for which voting instructions have been given.

The shares for which the proxy is granted to the Appointed Representative, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to motion for which no voting instructions have been given, shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

Granting the proxy to the Appointed Representative does not involve any expense for the member, except for those of eventual shipment of the proxy itself.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

Proxy forms, duly filled in and signed, must be received by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 27 May 2020).

The proxy forms can be conferred to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=382290435

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative [ PDF]

Alternatively to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.
  4. Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree no. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on all or some of the motions relating to the matters on the agenda, it being understood that the Appointed Representative will not express any vote at the Shareholders' Meeting in relation to those motions for which he has not received precise voting instructions.

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, without prejudice to the right of the represented person to indicate one or more substitutes. In any case, no substitutes other than the Appointed Representative, Computershare S.p.A., may be indicated.

Furthermore, taking into account that attendance at the Shareholders' Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy it can be conferred by means of this form Proxy Form [PDF].

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA

The proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entitty, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES)the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.itIn this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.
  4. Via FAX at the number: +39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxy no later than 28 May 2020 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the ordinary proxy granted to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours : 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), the persons entitled to vote in the General Meeting, may ask questions on the matters on the agenda before the General Meeting.

Questions must be received by no later than the record date, being 20 May 2020 (by midnight).

Only questions strictly relating to agenda items will be accepted.

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary.

If the asker of the question has requested their intermediary to provide proof of their right to attend the General Meeting, it will be sufficient to accompany the question with the details of this notification from the intermediary.

The question shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 o by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 27 May 2020 at the latest, with replies posted on this section of the Company’s website under “Question and answer before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 9 May 2020, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals on the new matters to be dealt with or the reasons for further proposed resolutions on matters already on the agenda.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required by the law to resolve on the recommendation, proposal or report of the Board of Directors.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the supplemented Agenda, with the above additions, and the relevant report accompanied by observations from the Board of Directors, as the case may be, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting.

In consideration of the fact that attendance at the General Meeting may only take place through the Appointed Representative, any holders of the right to attend the General Meeting who intend to submit motions regarding agenda items – pursuant to the penultimate sub-paragraph of paragraph 1 of art. 126-bis of the CFA – are invited to do so in advance, and no later than 14 May 2020 to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450.

These proposed motions will be published in this section of the Company’s website by 19 May 2020, to enable the holders of voting rights to express an informed opinion, taking into account such new proposals, and to allow the Appointed Representative to gather any voting instructions regarding such motions. Applicants must provide appropriate proof of their right to attend the General Meeting and of the proxy issued to the Appointed Representative in order to attend the General Meeting.

For the purposes of the related publication, and with regard to the correct conduct of the General Meeting, the Company reserves the right to assess the pertinence of proposed motions with respect to agenda items, the completeness of such motions, their compliance with the applicable law and the right of applicants to submit such proposals.

In the case of proposed motions on agenda items representing an alternative to those proposed by the Board of Directors, the motion proposed by the Board will be the first to be put to the vote (unless it is withdrawn) and, only if this proposal is rejected, will the motion proposed by shareholders be put to the vote. These proposals, including when there is no proposal from the Board, will be put to the General Meeting starting from the proposal submitted by shareholders representing a majority of the issued capital. Only if this proposal is rejected will the proposal submitted by shareholders representing the next largest interest in the Company be put to the vote.

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 7,772,693).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed.

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Article 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country.

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed as Data Protection Officer the manager pro tempore of the Group Compliance and Security Department, professionally residing at the operating branch in via A. Bergamini, 50, 00159 Rome.

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@Atlantia.it.

Ordinary General Meeting, 18 April 2019

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 18 April 2019, on single call, to resolve on the following

Agenda and Documentation

  1. Financial statements of Atlantia S.p.A. for the year ended on 31 December 2018. Reports of the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors. Allocation of net profits and distribution of available reserves. Submission of consolidated financial statements for the year ended on 31 December 2018. Related and consequent resolutions.
  2. Proposal to supplement the considerations paid for the Independent Auditors’ engagement for years 2018-2020. Related and consequent resolutions.
  3. Authorisation, in accordance with and for the purposes of articles 2357 et seq. Of the Italian Civil Code, 132 of the Legislative Decree no. 58 dated 24 February 1998 (the “Consolidated Finance Act”), and 144-bis of the CONSOB Regulation adopted with resolution no. 11971/1999 (as subsequently amended) to purchase and sell treasury shares, subject to the prior revocation of the authorisation granted by the Ordinary General Meeting of 20 April 2018. Related and consequent resolutions.
  4. Appointment of the Board of Directors and determination of relevant remuneration:
    1. Determination of the number of members of the Board of Directors;
    2. Appointment of Directors for years 2019-2020-2021;
    3. Appointment of the Chairman of the Board of Directors;
    4. Determination of the remuneration to be paid to members of the Board of Directors 
  5. Resolution on the first section of the Remuneration Report in accordance with article 123-ter of the Consolidated Finance Act.

Press and media - Mandatory Accreditation

For organizational purposes, registration is mandatory for any member of the press who wishes to attend Atlantia's Shareholders Meeting. In order to do so, please email your details (name and surname, date of birth, news organization, and press card number if you are currently employed by the Italian media) to media.relations@atlantia.it by 5:00pm Wednesday April 17th.

Notices and form


Notice of Ordinary General Meeting dated 18 April 2019

Extract from the notice of call of the Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on March 8, 2019 (Italian version)

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


2018 Annual Report

Annual Report on Corporate Governance and Ownership Structure

2018 Integrated Report and Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016 (Italian version)

Directors’ Report concercing item 2 on agenda

Directors’ Report concercing item 3 on agenda

Directors’ Report together with the guidance on the re-election of the Board of Directors for the for years 2019-2021 issued by the existing Board of Directors

List n. 1 submitted by Sintonia S.p.A.

List n. 2 submitted by institutional investors

Proposal to the Annual General Meeting by Sintonia S.p.A. on item 4) of the agenda

Remuneration Report

Results and Minutes


Summary results of voting on agenda items

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)

Attachment F (Italian version)


The reports and proposed resolutions regarding each item on the Agenda are hereby made available within the terms provided for the laws and regulations in force, and in particular:

by the publication date of the notice of call of the Ordinary General Meeting (8 March 2019), it is published:

  • the BoD Report on item 4 (Appointment of the Board of Directors and determination of relevant remuneration: a) Determination of the number of members of the Board of Directors; b) Appointment of Directors for years 2019-2021; c) Appointment of the Chairman of the Board of Directors; d)Determination of the remuneration to be paid to members of the Board of Directors).
    Published on 8 march 2019.

by 19 March 2019, it will be published:

  • the BoD Report on item 2 (Proposal to supplement the considerations paid for the Independent Auditors’ engagement for years 2018-2020. Related and consequent resolutions).
    Published on 13 march 2019 (ita version) and on 20 march (eng version).

 

by 28 March 2019, it will be published:

  • the documentation on item 1) of the agenda (“Financial statements of Atlantia S.p.A. for the year ended on 31 December 2018. Reports of the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors. Allocation of net profits and distribution of available reserves. Submission of consolidated financial statements for the year ended on 31 December 2018. Related and consequent resolutions.”);
  • the 2018 Integrated Report and Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016, together with the relevant certification of the External Auditor in accordance with the provisions under Legislative Decree no. 254 dated December 30, 2016 and the relevant implementing Regulation adopted by Consob through the Resolution no. 20267 of January 18, 2018. It’s noted that such document, containing information relating to environmental, social, employee, respect for human rights, anti-corruption and bribery matters is submitted to the Shareholders’ Meeting only for informational purposes, not being it subject to the Shareholders’ Meeting approval since it falls within the competence of the Board of Directors.
  • the BoD Report on item 3) of the agenda (“Authorisation, in accordance with and for the purposes of articles 2357 et seq. Of the Italian Civil Code, 132 of the Legislative Decree no. 58 dated 24 February 1998 (the “Consolidated Finance Act”), and 144-bis of the CONSOB Regulation adopted with resolution no. 11971/1999 (as subsequently amended) to purchase and sell treasury shares, subject to the prior revocation of the authorisation granted by the Ordinary General Meeting of 20 April 2018. Related and consequent resolutions”);
  • the slates of lists of candidates for the office of Director and Chairman of the Board of Directors submitted by the Shareholders within 25 March 2019.
    Published on 26 march 2019.
  • the documentation on item 5) of the agenda (“Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998”);

Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 9 April 2019, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 15 April 2019, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.

For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (__ kb - PDF)

The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.

Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in  Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 16 April 2019, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative [pdf] or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company and available at the following link: https://servizi.computershare.it/eRD/index.aspx?nos=00018042019 (which will be made available starting from the publication date of  the slates of candidates for election to the Board of Directors).

The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Computershare S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 Rome no later than 16 April 2019 with regard to the General Meeting. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm  to 6.00pm).

Pursuant to laws and regulations in force and art. 20 of the Articles of Association, election of the members of the Board of Directors shall take place on the basis of slates submitted by Shareholders, who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 1% of the issued capital.

Each Shareholders has the right, singly or jointly with other Shareholders, to submit one slate only, and any candidate included in more than one slate shall be disqualified.

It’s noted that the exiting Board of Directors – albeit not intending to exercise the option of submitting its own list of candidates – has nonetheless issued, after a consultation with the Nominations’ Committee, its Guidance for Shareholders on the composition and size of the next Board of Directors, in accordance with article 1.6 of the Company’s Corporate Governance Code. Such Guidance is attached to the Board’s Report on item 4) and it’s available on the Company’s website (https://www.atlantia.it/en/corporate-governance/guidance_re-election_bod).

Preparation of the slates

  • Each slate may contain no more than fifteen candidates, who  must be assigned a sequential number.
  • Each slate must include at least two candidates who meet the independence requirements established by law and by the Company’s Corporate Governance Code (published on the Company’s website at http://www.atlantia.it/en/corporate-governance/articles-codes-procedures.html) and one of these must be entered in first place on the slate. More specifically, given that in Article 2.2 of the Company’s Corporate Governance Code the Company has implemented the independent directors’ principle provided under the Corporate Governance Code for listed companies, it is necessary that each slate comply with the need to contain an adequate number of independent Directors, in order to ensure that at least a third of the members of the Board of Directors are independents. Moreover, it’s noted that the exiting Board of Directors – in its above mentioned Guidance for Shareholders – pointed out that a composition of the new Board of Directors which can be regarded as adequate in relation to the purposes indicated in the Guidance itself implies a presence of independent directors – pursuant to the Consolidated Finance Act and Company’s Corporate Governance Code – equal to at least 8 members (out of 15).
  • Slates containing a number of candidates equal to or higher than three must also indicate at least a third of the candidates belonging to the least represented gender in application of Law 120 of 12 July 2011.

Each list must be accompanied by:

  • exhaustive information regarding candidates’ personal and professional details;
  • declarations of the individual candidates accepting their candidature and providing a personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office, and that, where applicable, they meet the independence requirements established by the laws and regulations in force and/or by art. 3.1 of Atlantia’s Corporate Governance Code (published on the Company’s website http://www.atlantia.it/en/corporate-governance/articles-codes-procedures);
  • an indication of the identities of the Shareholders who have submitted the slates and their total percentage shareholding.

Each Shareholder proposing a slate must submit or mail a certificate, issued by the intermediaries in accordance with the law and regulations in force, to the registered office of the Company by 28 March 2019, attesting to their holding of the minimum percentage shareholding required in order to submit lists. The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company

In addition, in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, minority slates must be accompanied by a declaration certifying the absence of any association, indirect or otherwise, as defined by art. 147-ter, paragraph 3 of the CFA and art. 144-quinquies of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, as defined by the regulations in force; the declaration must also specify any existing relations, where significant, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, where identifiable, and the reasons for which these relations are not considered as determining the existence of the above association, or an indication of the absence of any such relations.

Any slate that do not comply with the above requirements will be considered to have not been submitted.

Members of the Board of Directors Auditors shall be elected in the following manner:

  1. for the purposes of allocation of the Directors to be elected, account is not taken of slates that do not obtain a percentage of votes at least equal to half of the percentage required for submission of the lists;
  2. four fifths of the Directors to be elected shall be taken in sequential order from the slate receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the applicable laws concerning gender quotas. Any fractions shall be rounded down to the nearest whole number;
  3. the other Directors shall be taken from the other slates that are not in any manner connected, even indirectly, with the shareholders who submitted or voted for the slate that obtained the most votes. For this purpose, the votes cast for those other slates shall be successively divided by one, two, three up to the number of Directors to be elected. The resultant quotients shall be allocated to the candidates on each slate who shall then be ranked in decreasing order by the total quotients allocated to them: the candidates elected shall be those with the highest quotients, provided that the required balance between the gender quotas has been complied with.
  4. if, following the vote and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates which would result to be in the various slates shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described in letter c). The candidate in such ranking list from the most represented gender having the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same slate. If there are no other candidates in this slate, the above replacement shall be approved by the General Meeting with the majority required by law.

If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate.

In the event that there are candidates with equal quotients, that candidate on the slate from which no Director has already been elected or with the lowest number of Directors elected, shall be elected, provided that the applicable laws concerning the balance between gender quotas have been complied with. In the event of a tie of list votes, and, therefore, equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected.

If only one slate is submitted, or if no slates are submitted, or if, for any reason, it is not possible to appoint one or more Directors in accordance with this article, the General Meeting shall decide with the majority required by law, ensuring in any event that the necessary number of Directors meet the independence requirements established by law and that the applicable laws concerning the balance between gender quotas have been complied with.

Submission of the slates

The slates submitted by Shareholders, together with information enabling identification of the persons depositing the slates and the further documentation required by the laws and regulations in force, must be filed by 24 March 2019, to be extended to 25 March 2019, which is the first following working day, at the registered office of the Company, or sent by certified electronic mail to atlantia@pecserviziotitoli.it.

Publication of the slates

The Company will make the slates available to the public by 28 March 2019 at its registered office, on the present section of the Company’s website and on the storage platform called 1Info (www.1Info.it).

Information to be provided to the data subject under article 13 of the Regulation (EU) 2016/679 (“GDPR”)

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as controller, would like to inform you, under articles 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”), that the personal data provided by you – through the Shareholders who will submit the lists pursuant to the means set out by the applicable laws - will be processed for the requirements connected with your candidature as member of the Company’s Board of Directors for financial years 2019-2020-2021.

Data and purposes of the processing

The personal data to be processed will be your first name, surname, Tax Code, as well as the data contained in your CV and they will be used for the purposes relating to the inclusion in the list that, in accordance with applicable laws and regulations, will be put to the vote at the ordinary Shareholders’ General Meeting.

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since the above mentioned personal data are necessary for executing contractual and pre-contractual measures, as well as legal obligations to which Atlantia is bound. Therefore, refusing to provide such data, albeit voluntary, implies that the controller would not be able to execute the contractual relationship which you are party to and meet the above mentioned legal obligations.

Processing arrangements and record-keeping

Your data will be processed both in paper form and by automated means and, with reference to such means, through electronic instruments (e.g. software, hardware platforms, applications, etc.) of which the controller is owner or user; in any case, in respect of such instruments, security measures adequate for the processing for which they are used will be adopted.

We would also like to inform you that your personal data will be processed for all the period of time needed to achieve the above mentioned purposes; once achieved these purposes, such data will be retained after the termination of the contractual relationship until the applicable prescription deadline, to which further twelve months shall be added, only for purposes connected with meeting legal obligations. In the event of possible litigations or for the exercise of the right of defence before a judge, such record-keeping terms will be suspended until the definitive award of the pending litigation among the parties.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, in the context of the above mentioned purposes and in accordance with the obligations set out by privacy law, with the view to complying with specific obligations arising from the applicable laws or specific implementing provisions, also without prejudice to the power to verify the truthfulness of such data with the competent authorities. These subjects will process your data as independent controllers.

Your data will be also communicated to Computershare S.p.A., service provider which Atlantia has engaged for carrying out activities strictly connected with the management of the Shareholders’ General Meeting and which, to this end, has been appointed as data processor.

Publication and disclosure

In accordance with the provisions under the applicable laws and regulations concerning the voting list mechanism and regulated information of listed companies, your data will be published on the Company’s website, in the section relating to the Shareholders’ General Meeting, as well as disclosed to the market through SDIR 1Info, which the Company has engaged for the disclosure and storage of regulated information.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed as Data Protection Officer the manager pro tempore of the Group Compliance and Security Department, professionally residing at the operating branch in via A. Bergamini, 50, 00159 Rome, who may be contacted by sending an email to dpo@atlantia.it.

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised by sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held on single call (i.e. 15 April 2019).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 19 March 2018, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 18 March 2019, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 7,819,488).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as controller, would like to inform you, under article 13 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) that the collected personal data will be used for the management of the activities connected with or relating to the organisation and holding of the shareholders’ general meeting.

Personal data and purposes of the processing

The personal data to be processed will be your first name, surname and address and they will be used for the following purposes:

  • the entry and registration for participating to the general meeting;
  • the registration and verbalisation of interventions and votes by the notary public, for which Atlantia will use an audio recording system.

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws.

The above mentioned data are stored and retained for the indicated purposes, within the limitations set forth under the applicable laws and, in particular, based on the provisions set forth in article 2220 of the Italian Civil Code.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed with the view to complying with specific legal or regulatory obligations to audit firms, other professional firms, or sole practitioners for giving advice and assistance in corporate transactions, as well as to governmental bodies and public authorities (courts, Italian Stock Exchange, Consob, foreign authorities – if any and competent, etc.).

In addition to the employees who work in Atlantia S.p.A.’s General Counsel Department, processing of your personal data is carried out also by Computershare S.p.A., provider of support and assistance services for the general meeting and, to this end, appointed as data processor.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country.

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed as Data Protection Officer the manager pro tempore of the Group Compliance and Security Department, professionally residing at the operating branch in via A. Bergamini, 50, 00159 Rome.

Processor

The processor of personal data under article 28, paragraph 3 of the Regulation is Computershare S.p.A., which is responsible for all the processing connected with its support and assistance services for the shareholders’ general meeting.

Furthermore, Computershare S.p.A., in its capacity as Appointed Representative pursuant to article 135-undecies of the Legislative Decree no. 58/98 (“TUF”), may collect proxies for the shareholders’ meeting. Limited to this purpose and in carrying out the activities concerning the representation at the general meeting and casting of votes by the person granting the proxy in compliance with his/her instructions, Computershare S.p.A. act and is liable as independent controller, providing to you, as far as it is concerned, separate disclosure.

For further information, you may contact the Data Protection Officer by email to dpo@atlantia.it.

Ordinary General Meeting, 20 April 2018

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 20 April 2018, on single call, to resolve on the following

 

Agenda

  1. Financial statements for the year ended 31 December 2017. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2017. Related and consequent resolutions.
  2. Proposal to supplement the considerations paid for the audit engagement for the financial years 2017 - 2020. Related and consequent resolutions.
  3. Authorisation, in accordance with and for the purposes of Articles 2357 et seq. of the Italian Civil Code, Article 132 of Legislative Decree 58 of 24 February 1998 and Article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as subsequently amended, to purchase and sell treasury shares, subject to the prior revocation of the authorisation granted by the General Meeting of 21 April 2017. Related and consequent resolutions.
  4. Appointment of Statutory Auditors and of the Chairman of the Board of Statutory Auditors for the financial years 2018-2019-2020. Determination of the remuneration to be paid to the Chairman of the Board of Statutory Auditors and the Standing Auditors. Related and consequent resolutions.
  5. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
  6. Amendment of the the supplementary long-term, share-based incentive plan approved by the General Meeting of 2 August 2017 for executive directors and employees of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.

Notices and form


Notice of Ordinary General Meeting

Extract from the notice of call of the Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the Italian daily newspaper MF Milano Finanza on March, 9th 2018 (Italian version)

Supplement to notice of call to General Meeting published on March 21 2018 on the Italian daily newspaper MF Milano Finanza

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


2017 Annual report

2017 Report on Corporate Governance and Ownership Structure

Consolidated non financial Information Disclosure pursuant to D. Lgs. 254/2016 - 2017 Integrated Report

Directors’ Report concercing item 2 on agenda

Directors’ Report concercing item 3 on agenda

Directors’ Report concercing item 4 on agenda

List no. 1 submitted by Sintonia S.p.A. (Italian Version)

List. no. 2 sumbitted by institutional investors (Italian Version)

Remuneration Report

Directors’ Report concercing item 6 on agenda

Information memorandum pursuant to art. 84-bis Consob Regulation no.11971/1999.

Results and Minutes


Summary results of voting on agenda items (ITALIAN VERSION)

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 11 April 2018, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 17 April 2018, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.

For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (PDF)

The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.

Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 18 April 2018, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative [pdf] or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company and available at the following link which will be made available starting from the publication date of the slates of candidates for election to the Board of Standing Auditors (ie. 30 Marzo 2018) https://servizi.computershare.it/eRD/index.aspx?nos=2311467438.

The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Computershare S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 Rome no later than 18 April 2018 with regard to the General Meeting.

A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

Pursuant to laws and regulations in force and art. 32 of the Articles of Association, election of the members of the Board of Statutory Auditors shall take place on the basis of lists submitted by Shareholders who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 0.5% of the issued capital.

No Shareholder, nor Shareholders belonging to the same group or Shareholders party to a shareholder agreement, may submit or vote for more than one list, including via a proxy or a trust company, and any candidate included in more than one list shall be disqualified.

Preparation of the lists

  • Each list must consist of two sections, one for candidates for the office of Standing Auditor and one for Alternates, and each section must contain the names of one or more candidates, which must not exceed the number of Statutory Auditors to be elected, with each name assigned a sequential number.
  • Individuals who hold a number of posts as director or standing auditor equal to or above the maximum established by the applicable regulations, or do not meet the requirements for integrity, professionalism and independence required by the applicable regulations, may not be included in voting lists.
  • At least two Standing Auditors and one Alternate shall be selected from among individuals listed in the register of auditors, who have been engaged in the statutory audit of accounts for a period of not less than three years. Statutory Auditors not meeting such requirement shall be selected from amongst those persons with at least three years overall experience in: a) the management and control of or administrative duties in joint-stock companies having issued capital of at least two million euros; or b) professional activities or university instruction in legal, business and finance subjects; or c) managerial functions at government or public sector entities engaged in lending, finance or insurance.
  • Lists that, taking into account both sections, contain a number of candidates equal to or higher than three must include at least a third of the candidates belonging to the least represented gender (rounded up, if necessary), in application of Law 120 of 12 July 2011. Where the number of candidates for Alternate Auditor is equal to or higher than two, they must be of two different genders.

Each list must be accompanied by:

  • (i) information on the Shareholders who have submitted the lists and their total percentage shareholding, together with certificates attesting to their ownership of the related shares;
  • (ii) exhaustive information regarding candidates’ personal and professional details;
  • (iii) declarations from the individual candidates accepting their candidature and a personal warranty that there is no fact or deed which could give rise to their disqualification and that they meet the legal requirements for holding such office, including compliance with the limit on the total number of positions held, as established by the laws and regulations in force, and indicating any positions as director or statutory auditor held at other joint-stock companies;
  • (iv) a declaration from Shareholders other than those who singly or jointly hold a controlling or relative majority interest, certifying the absence of any association - as defined by art. 144-quinquies of the CONSOB Regulation adopted with Resolution 11971 of 14 May 1999 – with such Shareholders; in making such a declaration, Shareholders are invited to take into account the CONSOB recommendations contained in ruling DEM/9017893 of 26 February 2009.

Any lists not in compliance with the above requirements will be rejected.

Deposit of the lists

The lists submitted by Shareholders must be deposited at the registered office, or sent by certified e-mail to atlantia@pecserviziotitoli.it, by 26 March 2018, together with information enabling identification of the persons depositing the lists and the further documentation required by the laws and regulations in force.

Each proposing Shareholder must submit and/or deliver to the registered office, not later then 30 March 2018, a certificate issued by an intermediary in accordance with the laws and regulations in force, providing proof of their ownership of the minimum shareholding required to qualify for the right to submit lists.

If, by 26 March 2018, only one list of candidates for the office of Statutory Auditor or only lists submitted by Shareholders acting in association with each other has been deposited, the Company will immediately make this known and Shareholders with the right to submit lists may, until 29 March 2018, deposit further lists at the registered office or send them by certified e-mail to atlantia@pecserviziotitoli.it. In this case, the minimum shareholding required to qualify for the right to submit lists is reduced by half.

Publication of the lists

The Company will make the lists available for inspection by 30 March 2018 at the registered office, on the Company’s website (http://www.atlantia.it/it/investor-relations/assemblee.html) and on the storage platform called 1Info (www.1Info.it).

Members of the Board of Statutory Auditors shall be elected in the following manner:

  • three Standing Auditors and one Alternate to be elected shall be taken in sequential order from the list receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the legislation in force concerning gender quotas;
  • the remaining two Standing Auditors shall be taken from the other lists. For that purpose, the votes cast for those other lists shall be successively divided by one and two. The resultant quotients shall be progressively allocated to the candidates on each list, in the order envisaged for each list.
    The quotients thus allocated to the candidates on the various lists shall then be ranked in decreasing order by the total quotients allocated to them: the two candidates elected shall be those with the highest quotients, provided that the required balance between gender quotas has been complied with.
  • if, on completion of the election and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates elected from the various lists shall be ranked in decreasing order, based on the quotients calculated in accordance with the procedure described in letter b). The candidate from the most represented gender with the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same list. If there are no other candidates in this list, the above replacement shall be approved by the General Meeting with the majority required by law.
    If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate. In the event that candidates have equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected, provided that the legislation in force concerning gender quotas has been complied with. The Chairman of the Board of Statutory Auditors shall be the first candidate on the minority list that obtains the highest number of votes.
    The remaining Alternate Auditor shall be drawn from the list which receives the highest number of votes among the list submitted and voted for by Shareholder who are not associated with the majority Shareholders, as defined by law.
  • Any Statutory Auditors not appointed using voting lists, shall be appointed by General Meeting resolution approved with the majority required by law in compliance with the legislation in force concerning gender quotas.

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held on single call (i.e 17 April 2018).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it or by using this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 19 March 2018, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it.

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Notwithstanding the above, with reference to the sole agenda item number 6 - as resulting from the supplement notice published on March 21 2018 in compliance with applicable law and regulations - pursuant to the law, shareholders, separately or collectively, representing one fortieth of the issued capital may, within 31 March 2018 and in accordance with article 126-bis, Consolidated Finance Act, submit proposals for deliberation. Applications must be made in writing, within the terms and conditions set out in the notice published on 9 March 2018 and described in this website page. The Company will be responsible for announcing any proposals for deliberation, in the same form required for the publication of the notice, at least 15 days prior to the date of the Annual General Meeting in first call (therefore, no later than 5 April 2018).

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 7.982.277).

Purpose for which the data is processed and the mandatory provision of data

As required by art. 13 of Legislative Decree 196/2003, we hereby inform you that the personal data you have provided, consisting of your name, surname and home address, will only be used for the purposes, from time to time required, relating to general meetings of shareholders. These regard:

  • the accreditation and recording of participation in general meetings;
  • the recording and minuting of speeches and votes.

The above data may be processed in order to comply with statutory, regulatory or EU requirements and, in any event, in relation to obligations linked to your role as a shareholder. Pursuant to art. 24, paragraph 1, sub-paragraph a) of Legislative Decree 196/03, it was necessary to collect your data in order to fulfil the above purposes and does not require your consent.

In addition, Atlantia SpA wishes to inform you that, in the hall where the General Meeting will take place, an audio recording system will be in use. The system is used only to aid the Notary in minuting the General Meeting. 

How do we process your data and how long is it stored

The processing of personal data for the above purposes is carried out manually (minutes) and/or using automated equipment (images, e-documents) and, in any event, in compliance with the related statutory requirements. The data will be erased once the purposes for which it is collected have been fulfilled.

The physical and technical security of the data will always be guaranteed.

The above data is held and stored for the purposes described within the limits established by the applicable regulations and, in particular, on the basis of the provisions of art. 2220 of the Italian Civil Code.

Categories of third party to which the data may be communicated

In addition to employees of Atlantia SpA, your data may also be processed for certain purposes by Computershare SpA, which Atlantia has appointed the External Data Manager with regard to the provision of support and assistance on the occasion of the General Meeting.

In addition, as the Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Finance Act), Computershare SpA, may collect proxy votes for the General Meeting of shareholders. For this purpose alone and, in implementation of the requirements regarding proxies and proxy votes, in accordance with the instructions given by the represented party, Computershare SpA acts and is accountable as an independent data owner and will provide you with a separate data protection notice, where necessary.

Your data may be communicated to audit firms, professional firms or to freelance professionals in relation to the provision of consulting or advisory services in connection with corporate transactions, and to public bodies or authorities (courts, stock exchanges, the CONSOB, overseas regulators, where relevant, etc.). The data will only be communicated for the purposes indicated in paragraph 1 above, and in compliance with the requirements provided for in Legislative Decree 196/03 or in order to meet specific statutory or regulatory requirements. Finally, we hereby inform you that some of your data may be circulated within the financial market, only if strictly necessary and in compliance with the related statutory requirements and CONSOB regulations.

Right of access to personal data

Within the limits and in accordance with the conditions provided for in articles 7- 10 of the Data Protection Code and articles 15 – 23 of the Regulation, Atlantia guarantees and grants you the following rights:

  • the right to access the personal data held in its paper and/or electronic archives;
  • the right to request the amendment, update or erasure of the data if incomplete or incorrect, and to contest its use on legitimate and specific grounds;
  • the right to have the incorrect personal data amended without undue delay. Taking into account the purpose for which the data is processed, you have the right to add to incomplete personal data, including the provision of an additional statement;
  • the right to have any personal data that regards you erased without undue delay if one of the reasons listed in art. 17, paragraph 1 of the Regulation is present;
  • the right to limit use of the data in any of the situations described in art. 18, paragraph 1 of the Regulation.

Owner, Controllers and categories of person in charge of processing within Atlantia.

The Data Owner is Atlantia SpA, having its registered office at Via Antonio Nibby 20, 00161 Rome.

The Data Controller is the pro tempore Head of the General Counsel’s Office, domiciled in this role at Via Alberto Bergamini 50, Rome, who may be requested to grant access to the information and the other rights provided for by art. 7 of Legislative Decree 196/2003, by sending an e-mail to atlantia@pec.atlantia.it.

The personal data will be processed by employees of the Company within the relevant departments, acting as “Persons in charge of the processing”.

Extraordinary General Meeting, 21 February 2018 (on single call)

The holders of voting rights are hereby called to attend the Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 21 February 2018, on single call, to resolve on the following

Agenda

  1. Extension of the term for the execution of the share capital increase approved by the Shareholders’ meeting held on 2 august 2017 serving the voluntary public tender offer, in cash and shares, launched over Abertis Infraestructuras S.A. and consequent proposal to amend article 6 of the Company’s by-laws, as resulting from the by-laws’ amendments previously approved by the Shareholders’ meeting held on 2 august 2017. Proposal to amend articles 8 and 40 of the articles of association – as resulting from the by-laws’ amendments approved by the Shareholders’ meeting on august 2, 2017 – in order to re-determine the lock-up period of the special shares to be issued in support of the voluntary public tender offer, in cash and shares, launched over Abertis Infraestructuras S.A. Related and consequent resolutions and delegation of powers.

Notices and form


Notice of Extraordinary General Meeting dated 21 February 2018

Extract from the notice of call of the Extraordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the Italian daily newspaper MF on 23 January 2018 – Italian version

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


Directors’ Report concercing item 1 on agenda

Updated evaluation of the contributed assets, pursuant to Articles 2343- ter and 2440 ICC, issued by the independent expert (PWC)

Results and Minutes


Summary results of voting on agenda items

Minutes of General Meeting (Italian version)

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 12 February 2018, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 16 February 2018, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.

For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (PDF)

The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.

Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 19 February 2018, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative [pdf] or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company and available at the following link: https://servizi.computershare.it/eRD/index.aspx?nos=6652417000.

The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Computershare S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 Rome no later than 19 February 2018 with regard to the General Meeting.

A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held on single call (i.e 18 February 2018).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it or by using this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 1 February 2018, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it.

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 7.982.277).

Purpose for which the data is processed and the mandatory provision of data

As required by art. 13 of Legislative Decree 196/2003, we hereby inform you that the personal data you have provided, consisting of your name, surname and home address, will only be used for the purposes, from time to time required, relating to general meetings of shareholders. These regard:

  • the accreditation and recording of participation in general meetings;
  • the recording and minuting of speeches and votes.

The above data may be processed in order to comply with statutory, regulatory or EU requirements and, in any event, in relation to obligations linked to your role as a shareholder. Pursuant to art. 24, paragraph 1, sub-paragraph a) of Legislative Decree 196/03, it was necessary to collect your data in order to fulfil the above purposes and does not require your consent.

In addition, Atlantia SpA wishes to inform you that, in the hall where the General Meeting will take place, an audio recording system will be in use. The system is used only to aid the Notary in minuting the General Meeting. 

How do we process your data and how long is it stored

The processing of personal data for the above purposes is carried out manually (minutes) and/or using automated equipment (images, e-documents) and, in any event, in compliance with the related statutory requirements. The data will be erased once the purposes for which it is collected have been fulfilled.

The physical and technical security of the data will always be guaranteed.

The above data is held and stored for the purposes described within the limits established by the applicable regulations and, in particular, on the basis of the provisions of art. 2220 of the Italian Civil Code.

Categories of third party to which the data may be communicated

In addition to employees of Atlantia SpA, your data may also be processed for certain purposes by Computershare SpA, which Atlantia has appointed the External Data Manager with regard to the provision of support and assistance on the occasion of the General Meeting.

In addition, as the Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Finance Act), Computershare SpA, may collect proxy votes for the General Meeting of shareholders. For this purpose alone and, in implementation of the requirements regarding proxies and proxy votes, in accordance with the instructions given by the represented party, Computershare SpA acts and is accountable as an independent data owner and will provide you with a separate data protection notice, where necessary.

Your data may be communicated to audit firms, professional firms or to freelance professionals in relation to the provision of consulting or advisory services in connection with corporate transactions, and to public bodies or authorities (courts, stock exchanges, the CONSOB, overseas regulators, where relevant, etc.). The data will only be communicated for the purposes indicated in paragraph 1 above, and in compliance with the requirements provided for in Legislative Decree 196/03 or in order to meet specific statutory or regulatory requirements. Finally, we hereby inform you that some of your data may be circulated within the financial market, only if strictly necessary and in compliance with the related statutory requirements and CONSOB regulations.

Right of access to personal data

Within the limits and in accordance with the conditions provided for in articles 7- 10 of the Data Protection Code and articles 15 – 23 of the Regulation, Atlantia guarantees and grants you the following rights:

  • the right to access the personal data held in its paper and/or electronic archives;
  • the right to request the amendment, update or erasure of the data if incomplete or incorrect, and to contest its use on legitimate and specific grounds;
  • the right to have the incorrect personal data amended without undue delay. Taking into account the purpose for which the data is processed, you have the right to add to incomplete personal data, including the provision of an additional statement;
  • the right to have any personal data that regards you erased without undue delay if one of the reasons listed in art. 17, paragraph 1 of the Regulation is present;
  • the right to limit use of the data in any of the situations described in art. 18, paragraph 1 of the Regulation.

Owner, Controllers and categories of person in charge of processing within Atlantia.

The Data Owner is Atlantia SpA, having its registered office at Via Antonio Nibby 20, 00161 Rome.

The Data Controller is the pro tempore Head of the General Counsel’s Office, domiciled in this role at Via Alberto Bergamini 50, Rome, who may be requested to grant access to the information and the other rights provided for by art. 7 of Legislative Decree 196/2003, by sending an e-mail to atlantia@pec.atlantia.it.

The personal data will be processed by employees of the Company within the relevant departments, acting as “Persons in charge of the processing”.

Extraordinary and ordinary General Meeting, 2 August 2017

The holders of voting rights are hereby called to attend the Extraordinary and Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 2 August 2017, on single call, to resolve on the following.

Agenda

Extraordinary session

  1. Proposal to carry out a capital increase for consideration, subject to the exclusion of pre-emption rights pursuant to art. 2441, paragraph 4.1 of the Italian Civil Code, to be paid for via the contribution in kind of shares in Abertis Infraestructuras SA and with the issue of special shares, to service the voluntary public tender offer, in cash and shares, for the entire issued capital of Abertis Infraestructuras SA. The amendment of articles 6, 7, 8, 9, 19 and 20 (combined in art. 20), 21 and 23 of the articles of association and the introduction of new articles 19 and 40 of the articles of association. Related and resulting resolutions and delegation of the related powers

Ordinary session

  1. Approval of a supplementary long-term, share-based incentive plan for executive directors and employees of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.

Notices and form


Notice of Extraordinary and Ordinary General Meeting dated 2 August 2017

Extract from the notice of call of the Extraordinary and Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on July 4, 2017 - Italian version

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


Directors’ Report concercing item 1 on agenda for the extraordinary session

The Fairness Opinion on the issue price for Atlantia SpA’s special shares issued by the audit firm, Deloitte & Touche SpA, in accordance with art. 158 of Legislative Decree 58/1998

the Report prepared by the Independent Expert, PricewaterhouseCoopers Advisory S.p.A., attesting to the fairness of the price of Abertis Infraestructuras’s shares, issued in accordance with art. 2343–ter, paragraph 2 of the Italian Civil Code

Directors’ Report concercing item 1 on agenda for the ordinary session

Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999

Results and Minutes


Summary results of voting on agenda items

Minutes of General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 24 July 2017, being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 28 July 2017, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.

For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (PDF)

The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.

Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 31 July 2017, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (pdf) or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company and available at the following link: https://servizi.computershare.it/eRD/Login/Login.aspx?nos=3306171960.

The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Computershare S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 Rome no later than 31 July 2017 with regard to the General Meeting. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held on single call (i.e. 30 July 2017).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it or by using this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 13 July 2017, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 8.600.835).

Purpose for which the data is processed and the mandatory provision of data

As required by art. 13 of Legislative Decree 196/2003, we hereby inform you that the personal data you have provided, consisting of your name, surname and home address, will only be used for the purposes, from time to time required, relating to general meetings of shareholders. These regard:

  • the accreditation and recording of participation in general meetings;
  • the recording and minuting of speeches and votes.

The above data may be processed in order to comply with statutory, regulatory or EU requirements and, in any event, in relation to obligations linked to your role as a shareholder. Pursuant to art. 24, paragraph 1, sub-paragraph a) of Legislative Decree 196/03, it was necessary to collect your data in order to fulfil the above purposes and does not require your consent.

In addition, Atlantia SpA wishes to inform you that, in the hall where the General Meeting will take place, an audio and video recording system will be in use. As well as protecting the Company’s property and your safety and security, the system is used only to aid the Notary in minuting the General Meeting. In compliance with the requirements introduced by the Information Commissioner in relation to data protection, video recordings will only be retained for a 24-hour period, after which they will be automatically erased from the IT systems.

How do we process your data and how long is it stored

The processing of personal data for the above purposes is carried out manually (minutes) and/or using automated equipment (images, e-documents) and, in any event, in compliance with the related statutory requirements. The data will be erased once the purposes for which it is collected have been fulfilled.

The physical and technical security of the data will always be guaranteed.

With the exception of the video recordings, the above data is held and stored for the purposes described within the limits established by the applicable regulations and, in particular, on the basis of the provisions of art. 2220 of the Italian Civil Code.

Categories of third party to which the data may be communicated

In addition to employees of Atlantia SpA, your data may also be processed for certain purposes by Computershare SpA, which Atlantia has appointed the External Data Manager with regard to the provision of support and assistance on the occasion of the General Meeting.

In addition, as the Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Finance Act), Computershare SpA, may collect proxy votes for the General Meeting of shareholders. For this purpose alone and, in implementation of the requirements regarding proxies and proxy votes, in accordance with the instructions given by the represented party, Computershare SpA acts and is accountable as an independent data owner and will provide you with a separate data protection notice, where necessary.

The data will not by circulated or transferred to companies, even if forming part of the Group, located outside the European Economic Area (EEA).

Right of access to personal data

Within the limits and in accordance with the conditions provided for in articles 7- 10 of the Data Protection Code and articles 15 – 23 of the Regulation, Atlantia guarantees and grants you the following rights:

  • the right to access the personal data held in its paper and/or electronic archives;
  • the right to request the amendment, update or erasure of the data if incomplete or incorrect, and to contest its use on legitimate and specific grounds;
  • the right to have the incorrect personal data amended without undue delay. Taking into account the purpose for which the data is processed, you have the right to add to incomplete personal data, including the provision of an additional statement;
  • the right to have any personal data that regards you erased without undue delay if one of the reasons listed in art. 17, paragraph 1 of the Regulation is present;
  • the right to limit use of the data in any of the situations described in art. 18, paragraph 1 of the Regulation.

Owner, Controllers and categories of person in charge of processing within Atlantia.

The Data Owner is Atlantia SpA, having its registered office at Via Antonio Nibby 20, 00161 Rome.

The Data Controller is the pro tempore Head of the General Counsel’s Office, domiciled in this role at Via Alberto Bergamini 50, Rome, who may be requested to grant access to the information and the other rights provided for by art. 7 of Legislative Decree 196/2003, by sending an e-mail to atlantia@pec.atlantia.it.

The personal data will be processed by employees of the Company within the relevant departments, acting as “Persons in charge of the processing”.

Minutes of the Annual General Meeting dated 21 April 2017

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 21 April 2017, on single call, to resolve on the following

Agenda and Documentation

  1. Financial statements for the year ended 31 December 2016. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2016. Related and consequent resolutions.

  2. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 21 April 2016. Related and consequent resolutions.

  3. Approval of long-term incentive plans based on financial instruments in favour of employees and executive directors of the Company and the companies directly or indirectly controlled by the Company. Related and consequent resolutions.

  4. Election of a member of the Board of Directors. Related and resulting resolutions.

  5. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.

Notices and forms


Notice of call of the Ordinary General Meeting 21 April 2017

Extract from the notice of call of the Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF on March 21, 2017

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


2016 Annual report

Report on Corporate Governance and Ownership Structure

Board of Directors' Report concerning Item 2 on the Agenda

Board of Directors' Report concerning Item 3 on the Agenda

Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 2017 "2017 Stock Grant Phantom Plan"

Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 2017 "2017 Stock Option Phantom Plan"

Directors’ report concerning Item 4 on the Agenda

Remuneration Report

Results and Minutes


Summary results of voting on agenda items

Minutes of Annual General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 10 April 2017 , being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date "), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act ”, or “CFA ”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 18 April 2017 , being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.
For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (PDF)
The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it .
Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 19 April 2017 , being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (PDF) or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company and available at the following link: https://servizi.computershare.it/eRD/index.aspx?nos=3306171960 , which will be made available starting from 31 March 2017 (publication date of the slates of candidates for election to the Board of Directors will).

The proxy is without effect with respect to motions for which voting instructions have not been issued. . During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Computershare S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 Rome no later than 19 April 2017 with regard to the General Meeting. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it . If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held on single call (i.e. 18 April 2017).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it , or by using this form .

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

The response will be deemed to have been given during the shareholders meeting, when provided in hard-copy format and made available to everyone entitled to vote at the start of the meeting.

No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 31 March 2017 , apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 9.138.071).

Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.

The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.

The Owner of the Processing Data is expressly authorised to communicate the personal data to Computershare S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.

The person responsible for data processing is Avv. Michelangelo Damasco, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.

Ordinary General Meeting, 21 April 2016 (on single call)

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 21 April 2016, on single call, to resolve on the following

Agenda and Documentation

  1. Financial statements for the year ended 31 December 2015. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2015. Related and consequent resolutions.
  2. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 24 April 2015. Related and consequent resolutions.
  3. Determination of the number of members of the Board of Directors and election of the Directors to serve for the years 2016 - 2017 - 2018, and election of the Chairman of the Board of Directors. Determination of the remuneration to be paid to Directors, including fees payable for the membership of Board Committees. 
  4. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.

Notices and form


Notice of call of the Ordinary General Meeting 21 April 2016

Extract from the notice of call of the Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on 9 march 2016

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


2015 Annual report

Report on Corporate Governance and Ownership Structure

Directors’ Report concercing item 2 on agenda

Directors’ Report concercing item 3 on agenda

List n. 1 submitted by Sintonia S.p.A.

List n. 2 submitted by institutional investors

Remuneration Report

Results and Minutes


Summary results of voting on agenda items

Minutes of Annual General Meeting (Italian version)

Attachment A (Italian version)

Attachment B (Italian version)

Attachment G (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 12 April 2016 , being the seventh stock exchange trading day preceding the date set for the General Meeting on single call (the "Record Date "), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act ”, or “CFA ”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 18 April 2016 , being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.
For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (PDF)
The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it .
Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 19 April 2016, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (PDF) or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company and available at the following link: https://servizi.computershare.it/eRD/index.aspx?nos=3848778089 , which will be made available starting from 31 March 2016 (publication date of the slates of candidates for election to the Board of Directors will).

The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Computershare S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 Rome no later than 19 April 2016 with regard to the General Meeting. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it . If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

Pursuant to laws and regulations in force and art. 20 of the Articles of Association, election of the members of the Board of Directors shall take place on the basis of slates submitted by Shareholders, who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 0,5% of the issued capital.

Each Shareholders has the right, singly or jointly with other Shareholders, to submit one slate only, and any candidate included in more than one slate shall be disqualified.

The outgoing Board of Directors does not intend to exercise the option of presenting its own slate of candidates for election to the Board of Directors.

Preparation of the slates

  • each slate may contain no more than fifteen candidates, who must be assigned a sequential number.
  • Each slate must include at least two candidates who meet the independence requirements established by law and by the Company’s Corporate Governance Code (published on the Company’s website at /en/corporate-governance/articles-codes-procedures.html ) and one of these must be entered in first place on the slate. More specifically, given that in Article 2.2 of the Company’s Corporate Governance Code the Company has implemented the independent directors’ principle provided under the Corporate Governance Code for listed companies, it is necessary that each slate comply with the need to contain an adequate number of independent Directors, in order to ensure that at least a third of the members of the Board of Directors are independents.
  • Slates containing a number of candidates equal to or higher than three must also indicate at least a third of the candidates belonging to the least represented gender in application of Law 120 of 12 July 2011.

Each slate must be accompanied by:

  • exhaustive information regarding candidates’ personal and professional details;
  • declarations of the individual candidates accepting their candidature and providing a personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office, and that, where applicable, they meet the independence requirements established by the laws and regulations in force and/or by art. 3.1 of Atlantia’s Corporate Governance Code (published on the Company’s website http://www.atlantia.it/en/corporate-governance/articles-codes-procedures.html );
  • an indication of the identities of the Shareholders who have submitted the slates and their total percentage shareholding.

Each Shareholder proposing a slate must submit or mail a certificate, issued by the intermediaries in accordance with the law and regulations in force, to the registered office of the Company by 31 March 2016 , attesting to their holding of the minimum percentage shareholding required in order to submit lists. The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company

In addition, in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, minority slates must be accompanied by a declaration certifying the absence of any association, indirect or otherwise, as defined by art. 147-ter , paragraph 3 of the CFA and art. 144-quinquies of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, as defined by the regulations in force; the declaration must also specify any existing relations, where significant, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, where identifiable, and the reasons for which these relations are not considered as determining the existence of the above association, or an indication of the absence of any such relations.

Any slate that do not comply with the above requirements will be considered to have not been submitted.

Members of the Board of Directors shall be elected in the following manner:

a) for the purposes of allocation of the Directors to be elected, account is not taken of slates that do not obtain a percentage of votes at least equal to half of the percentage required for submission of the lists;

b) four fifths of the Directors to be elected shall be taken in sequential order from the slate receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the applicable laws concerning gender quotas. Any fractions shall be rounded down to the nearest whole number;

c) the other Directors shall be taken from the other slates that are not in any manner connected, even indirectly, with the shareholders who submitted or voted for the slate that obtained the most votes. For this purpose, the votes cast for those other slates shall be successively divided by one, two, three up to the number of Directors to be elected. The resultant quotients shall be allocated to the candidates on each slate who shall then be ranked in decreasing order by the total quotients allocated to them: the candidates elected shall be those with the highest quotients, provided that the required balance between the gender quotas has been complied with.

d) if, following the vote and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates which would result to be in the various slates shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described in letter c). The candidate in such ranking list from the most represented gender having the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same slate. If there are no other candidates in this slate, the above replacement shall be approved by the General Meeting with the majority required by law.

If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate.

In the event that there are candidates with equal quotients, that candidate on the slate from which no Director has already been elected or with the lowest number of Directors elected, shall be elected, provided that the applicable laws concerning the balance between gender quotas have been complied with. In the event of a tie of list votes, and, therefore, equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected.

If only one slate is submitted, or if no slates are submitted, or if, for any reason, it is not possible to appoint one or more Directors in accordance with this article, the General Meeting shall decide with the majority required by law, ensuring in any event that the necessary number of Directors meet the independence requirements established by law and that the applicable laws concerning the balance between gender quotas have been complied with

Submission of the slates
The slates submitted by Shareholders, together with information enabling identification of the persons depositing the slates and the further documentation required by the laws and regulations in force, must be filed by 27 March 2016, to be extended to 29 March 2016 , which is the first following working day, at the registered office of the Company, or sent by certified electronic mail to atlantia@pecserviziotitoli.it .

Publication of the slates
The Company will make the slates available to the public by 31 March 2016 at its registered office, on the present section of the website and on the storage platform called 1Info (www.1Info.it ).

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held on single call (i.e. 18 April 2016).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it , or by using this form .

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

The response will be deemed to have been given during the shareholders meeting, when provided in hard-copy format and made available to everyone entitled to vote at the start of the meeting.

No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 19 March 2016, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals.

The applications - made in writing and accompanied by the certificate attesting the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 2.401.753).

Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.

The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.

The Owner of the Processing Data is expressly authorised to communicate the personal data to Computershare S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.

The person responsible for data processing is Avv. Michelangelo Damasco, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.

Ordinary General Meeting, 23-24 April 2015

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office in Via Antonio Nibby, 20 in Rome at 11:00 a.m. on 23 April 2015, on first call and, if necessary, on second call on 24 April 2015 at the same time and place, to resolve on the following

Agenda 

  1. Financial statements for the year ended 31 December 2014. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Submission of consolidated financial statements for the year ended 31 December 2014. Related and consequent resolutions.
  2. Proposal to supplement the considerations paid for the audit engagement for the financial years 2014-2020. Related and consequent resolutions.
  3. Authorisation, in accordance with and for the purposes of Articles 2357 et seq. of the Italian Civil Code, Article 132 of Legislative Decree 58 of 24 February 1998 and Article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as subsequently amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authorisation granted by the General Meeting of 16 April 2014. Related and consequent resolutions.
  4. Appointment of a member of the Board of Directors. Related and consequent resolutions.
  5. Appointment of the Statutory Auditors and the Chairman of the Board of Statutory Auditors for the financial years 2015, 2016 and 2017. Determination of the remuneration to be paid to the Chairman of the Board of Statutory Auditors and the Standing Auditors. Related and consequent resolutions.
  6. Resolution on the first section of the Remuneration Report in accordance with Article 123-ter of Legislative Decree 58 of 24 February 1998.

Notices and form


Extract from the Notice of call of the Ordinary General Meeting published in accordance with Article 125-bis, paragraph 1 of Legislative Decree 58/98 on 14 March 2015 on Milano Finanza

Full text of the Notice of call of the Ordinary General Meeting to be held on 23-24 April 2015

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


Annual Report 2014 (Italian version)

Report on Corporate Governance and Ownership Structure 2014 (Italian Version)

Directors’ Report concercing item 2 on agenda

Directors’ Report concercing item 3 on agenda

Directors’ Report concercing item 4 on agenda

Directors’ Report concercing item 5 on agenda

List n. 1 submitted by Sintonia S.p.A. (Italian version)

List n. 2 submitted by institutional investors (Italian version)

Remuneration Report

Results and Minutes


Summary results of voting on agenda items

Minutes of Annual General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


The only persons who can attend and vote at General Meetings are those who are entitled to vote in accordance with a notification sent to the Company by a person who identifies itself as an “intermediary” in accordance with applicable laws. The notification is issued by the “intermediary” in accordance with records at the close of business on 14 April 2015 , i.e. the seventh stock exchange trading day preceding the date set for the General Meeting on first call (the “Record Date ”), in compliance with Article 83-sexies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Finance Act ”, or “CFA ”).
Any deposits in and withdrawals from accounts subsequent to the Record Date will have no effect on a person’s right to vote at General Meetings. Therefore, persons who are registered as having title to shares only subsequent to the Record Date will have no right to attend or vote at the General Meeting.
Notifications by the intermediary must arrive no later than 20 April 2015 , i.e. the close of business on the third stock exchange trading day preceding the date set for the General Meeting on first call. The right to attend and vote at General Meeting, however, will be valid provided that the Company receives the relevant notice no later than the start of the General Meeting of each call.
Shareholders who still hold share certificates in paper form are required to provide the intermediary these share certificates for entry into the centralised paperless share certificate system and request the issuance of the above notification.
The Chairman’s Office will be open two hours prior to the time set for the General Meeting, at the venue of the General Meeting, to verify the attendees’ identity and right to attend.

All holders of rights to vote that are entitled to attend the General Meeting can appoint a representative through a written proxy, subject to the limitations provided by the laws in force.
To do so, these holders of rights can use the following proxy form: General Proxy Form (46 kb - PDF)
Proxy holders so appointed can fax a copy of the proxy form, duly completed and signed by the holder of rights to vote directly to the Company on +39 06 45417450 or send an electronic version by certified email to atlantia@pecserviziotitoli.it , attesting under their own responsibility to the conformity of the copy with the original and to the identity of the holder of the right.
Under the laws in force, proxy holders must retain the original of the form and any voting instructions received for one year after the end of the General Meeting.

In accordance with the law, all holders of rights can appoint, through the relevant written form, Computershare S.p.A., with registered office in Via Lorenzo Mascheroni 19, Milan, to act as their proxy holder, as this company acts as the Company’s Appointed Representative in accordance with Article 135-undecies of the CFA. Persons with voting rights can grant a proxy providing voting instructions to this Appointed Representative on all or some agenda items by 21 April 2015 for the General Meeting on first call, or by 22 April 2015 for the General Meeting on second call, i.e. the close of business on the second stock exchange trading day preceding the date set for the General Meeting on first or second call.
The proxy and voting instructions can be revoked within the same terms and at the same conditions applied to their granting. For the purposes of attending the General Meeting and exercising voting rights, the granting of the above proxy does not exempt the holders of voting rights from the obligation to request that the intermediary provide evidence of their right to attend the General Meeting and exercise their voting rights, in accordance with Article 83-sexies of the CFA.
The proxy must be granted to the Appointed Representative using the following form: Proxy Form for the Appointed Representative (95 ‐ pdf) or using the specific web application that provides assistance in completing the form for a proxy with voting instructions, prepared by Computershare S.p.A. in agreement with the Company.
The proxy is not effective for items for which voting instructions have not been issued . During voting on resolutions for which no precise voting instructions have been provided, the shares relating to the proxies granted to the Appointed Representative are not taken into account when calculating the majority and the share capital percentage required for the approval of the above resolutions, despite these shares having been included in the calculation carried out for the General Meeting quorum.
In the event of unforeseen circumstances, or of changes or additions being made to the proposals submitted to the General Meeting, Computershare S.p.A., in its capacity as the Appointed Representative and also responsible for managing the accreditation and vote counting procedures at the General Meeting, even though it has no conflicts of interest, will not cast a vote that differs from the instructions received.
The original proxy form with voting instructions for the Appointed Representative, completed with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 33, 00138 in Rome no later than 21 April 2015 for the General Meeting on first call or 22 April 2015 for the General Meeting on second call. A copy and a declaration of its conformity to the original can be sent by the same date by fax to +39 06 45417450 or by certified email to atlantia@pecserviziotitoli.it . If for technical reasons electronic versions of the proxy forms are not available, the forms can be requested by telephoning +39 06 45417413 (opening hours: Monday to Friday, 9:00 a.m. to 1:00 p.m. and 2:00 p.m. to 6:00 p.m.).

Under the laws and regulations in force and Article 32 of the Articles of Association, the members of the Board of Statutory Auditors will be appointed based on the lists proposed by the Shareholders, who, alone or together with other Shareholders, at the date the lists were proposed to the Company represent at least 0.5% of the share capital.
No Shareholder, Shareholders belonging to the same group, or Shareholders party to a shareholders’ agreement can propose or vote for more than one list, including through a proxy holder or a trust company (“società fiduciaria”), and any candidate included in more than one list will be disqualified.

Preparation of the lists
  • Each list must consist of two sections: one for candidates for the office of Standing Auditor and one for Alternate Auditors, and each section must contain the names of one or more candidates, not exceeding the number of Statutory Auditors to be appointed (five Standing Auditors and two Alternate Auditors). Each candidate is to be assigned a sequential number.
  • Individuals who hold the maximum number, or more than the maximum number, of offices as director or standing auditor permitted under the applicable laws, or who do not meet the integrity, professionalism and independence requirements under the applicable laws, cannot hold the office of Auditor.
  • At least two Standing Auditors and one Alternate Auditor will be selected from among individuals listed in the register of auditors who have been engaged in the statutory audit of accounts for a period of no less than three years. Statutory Auditors who do not meet this requirement will be selected from among individuals with at least three years’ overall experience in: a) the management and control of, or the performance of administrative duties in limited liability companies with a share capital of at least EUR 2 million; b) professional activities or university teaching in law, business and finance; or c) managerial functions at government or public sector entities in the credit, finance or insurance sector.
  • Under Law 120 of 12 July 2011, lists that contain, taking into account both sections, three or more candidates must include at least one fifth of the candidates belonging to the underrepresented gender (rounding up, if applicable, to the higher unit). When there are two or more candidates for the office of Alternate Auditor, they must be of different genders.
Each list must be accompanied by:
  • (i) information on the identity of the Shareholders who have proposed the lists and the total percentage of their shareholdings, together with certificates confirming their title to the related shares;
  • (ii) exhaustive information regarding candidates’ personal and professional characteristics;
  • (iii) declarations from the individual candidates accepting their candidature, certifying under their own responsibility that there is no fact or deed which could give rise to their disqualification, and declaring that they meet the legal requirements for holding the office and comply with the limit on the total number of positions held, as established by the laws and regulations in force, and indicating any positions as director or statutory auditor held at other limited liability companies; and
  • (iv) a declaration from the Shareholders other than those who hold, alone or together with other Shareholders, a controlling or relative majority interest, certifying that no affiliation exists - as defined by Article 144-quinquies of the CONSOB Regulation adopted with Resolution 11971 of 14 May 1999 – with these Shareholders. In making this declaration, the Shareholders are invited to take into account the recommendations in CONSOB ruling DEM/9017893 of 26 February 2009 (available at www.consob.it).

Each Shareholder which proposes lists must submit and/or deliver to the Company’s registered office, by 2 April 2015 , a certificate issued by intermediaries in accordance with the current legislation and regulations in force, providing evidence of the title to the minimum shareholding required to qualify for the right to submit lists.
Any list that does not comply with the above requirements will be considered not to have been submitted.

Submission of the lists

Lists proposed by the shareholders, together with both information enabling the persons submitting the lists to be identified and additional documentation required by the laws and regulations in force, must be submitted by 29 March 2015, to be understood as extended to 30 March 2015 , as the first subsequent working day, to the Company’s registered office or by certified email to atlantia@pecserviziotitoli.it .
If by 30 March 2015 only one list of candidates for the office of Auditor is submitted or lists are only proposed by Shareholders who are affiliated with each other, the Company shall communicate this without delay, and the persons entitled will be able to propose lists by submitting them to the registered office or by certified email to atlantia@pecserviziotitoli.it by 2 April 2015 . In this case, the minimum shareholding required to qualify for the right to propose lists will be halved.

Publication of the lists

The Company will make the lists available to the public by 2 April 2015 at the Company’s registered office, at Borsa Italiana S.p.A. and on the Company’s website at https://www.atlantia.com/en/governance/general-meeting/general-meeting-archive

The election of the members of the Board of Statutory Auditors will take place as follows :
a) Three Standing Auditors and one Alternate Auditor will be taken from the list that obtains the highest number of votes from the person with voting rights, according to the progressive order in which candidates are placed on the list and in compliance with the applicable gender balance laws in force.
b) The remaining two Standing Auditors will be taken from the other lists; for this purpose, the votes obtained from these lists will be subsequently divided by one and two. The quotients obtained in this way will be progressively assigned to the candidates of each list, in the order of this list.
The quotients assigned in this way to the candidates of the different lists will be arranged in a decreasing ranking: the two individuals who obtain the highest quotients will be elected, without prejudice to gender balance criteria.
c) If, following the votes and the above procedure, the applicable gender balance laws are not complied with, candidates who have been elected from the various lists will be arranged in one single decreasing ranking list, in compliance with the quotient system indicated under letter b). The candidate in this ranking list who belongs to the most represented gender and has the lowest quotient will therefore be replaced with the first candidate of the less represented gender who appears in the same list and has not been elected. If there are no other candidates in this list, the replacement is carried out by the General Meeting with the majorities provided by law. If the replacement of the candidate of the most represented gender who has the lowest quotient in the ranking list does not allow, however, the minimum threshold provided under the applicable gender balance laws to be reached, the above replacement procedure will be carried out with the candidate of the most represented gender who has the second to lowest quotient, and so on, starting from the end of the ranking list.
If several candidates obtain the same quotient, the General Meeting will hold a new vote, and the candidate who obtains a simple majority of votes will be elected, without prejudice to the applicable gender balance laws.
The Chairman of the Board of Auditors will be the candidate listed first on the minority list that obtains the highest number of votes.
The remaining Alternate Auditor will be taken from the list that obtains the highest number of votes out of the lists proposed and that is voted for by Shareholders not affiliated with the majority Shareholders in accordance with law provisions.
d) Any Statutory Auditors not appointed using voting lists, will be appointed by a General Meeting resolution approved with the majority required by law in compliance with the applicable gender balance laws.

In accordance with Article 127-ter of the CFA, all holders of voting rights can submit questions on agenda items also prior to the General Meeting and up to three days prior to the General Meeting held on first call.

Questions must be sent to the Company by fax to +39 06 43632339, by email to the certified email address atlantia@pecserviziotitoli.it, or by using this form .

All persons asking questions must provide details of their identity (i.e. surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company can provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the questioner’s right to ask questions, no later than during the General Meeting.

The Company is not required, however, to respond to questions which can be found in the “Questions and Answers” section on the Company’s website.

In accordance with Article 126-bis of the CFA, Shareholders, whether separately or collectively, representing one fortieth of the share capital can ask, by 24 March 2015 , to add items to the agenda by indicating the subject matter in their request, or can submit resolution proposals regarding matters already on the agenda.

These requests must be accompanied by a report explaining the reasons for the above proposal of new agenda items or the reasons for submitting resolution proposals regarding matters already on the agenda. Requests must be submitted in writing accompanied by certificate confirming title to the shareholding by fax to +39 06 43632339 or by email to the certified email address atlantia@pecserviziotitoli.it .

All holders of voting rights are entitled to individually submit resolution proposals on items already on the agenda during the General Meeting.

No agenda items can be added concerning matters for which the General Meeting is required by law to resolve on, based on a proposal, project or report prepared by the Board of Directors, other than those listed under Article 125-ter of the CFA.

The Shareholders are not to incur any publicity expenses, as the Company will assume responsibility for making the new agenda available to the public, with the above additions, and the relevant report accompanied by any remarks from the Board of Directors, within the same terms and at the same conditions provided under Article 125-ter of the CFA concerning the publication of the notice of the General Meeting.

No provision has been made for votes to be cast by post or electronically.

The Company’s share capital consists of 825,783,990 ordinary shares with a par value of EUR 1.00 each. Each share grants the right to one vote (excluding treasury shares, the current total of which is 2,854,664).

Atlantia S.p.A., with registered office in Via Antonio Nibby, 20 in Rome (the “Data Controller ”) hereby informs you that the personal data provided will only be processed, as required from time to time, for the purposes indicated in this section of the Company’s website in relation to the General Meeting.

The provision of personal data and its processing is required for the purposes indicated in this section of the website. Not providing this data could prevent the Company from being able to process any requests submitted from time to time. Personal data are processed for the above purposes manually and/or using automated tools, but always in compliance with the applicable laws in force.

The Data Controller is expressly authorised to disclose/ personal data to Computershare S.p.A. to correctly exercise the rights referred to in this section of the website in relation to the General Meeting.

The Data Processor is Mr. Michelangelo Damasco, domiciled in Via Alberto Bergamini, 50 in Rome, who can be requested at any time to access your data and to exercise the other rights provided under Article 7 of Legislative Decree 196/03.

Ordinary General Meeting, 15-16 April 2014

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00am on 15 April 2014, in first call, and, if necessary, in second call on 16 April 2014 at the same time and place, in order to deliberate on the following

Agenda

  1. Financial statements for the year ended 31 December 2013. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2013. Related and resulting resolutions.
  2. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 30 April 2013. Related and resulting resolutions.
  3. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
  4. Changes to the 2011 Share Option Plan and to the MBO Share Grant Plan approved on 20 April 2011, as modified on 30 April 2013. Related and resulting resolutions
  5. Approval of a long-term share-based incentive plan for employees and executive directors of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.

Notices and form


Extract from the notice of call to the Ordinary General Meeting published - in the Italian version -on 14.03.2014 on daily newspaper, “MF”.

Notice (full text) of Ordinary General Meeting 15-16 April 2014

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


2013 Annual report

Report on Corporate Governance and Ownership Structure

Directors’ Report concercing item 2 on agenda

Remuneration Report

Directors’ Report concercing item 4 on agenda

Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999

Directors’ Report concercing item 5 on agenda

Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999

Results and Minutes


Summary of results of voting on agenda items

Minutes of Annual General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 4 April 2014, being the seventh stock exchange trading day preceding the date set for the General Meeting in first call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).
Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.
Such notification by the intermediary must arrive no later than 10 April 2014, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting, regardless of call.
Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.
The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.
For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (48 kb - PDF)
The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Servizi Titoli S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.
Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in  Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 11 April 2014 with regard to the General Meeting in first call, or by 14 April 2014 with regard to the General Meeting in second call, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting regardless of the call.
The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.
The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (330 KB pdf) or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company
The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.
It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Servizi Titoli S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.
The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 29, 00138 Rome no later than 11 April 2014 with regard to the General Meeting in first call, or then 14 April 2014 with regard to the General Meeting in second call, A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm  to 6.00pm).

All holders of voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held in first call.
Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it or by using this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).
The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.
No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 24 March 2014, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Such requests must be accompanied by a report illustrating the reasons for the above proposals. The applications - made in writing and accompanied by the certificate attesting to ownership of their shares - must be sent by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it

All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 12.837.326).

Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.

The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.
The Owner of the Processing Data is expressly authorised to communicate the personal data to Computershare S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.

The person responsible for data processing is Avv. Pietro Fratta, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.

Extraordinary General Meeting, 8 -9 August 2013

The holders of voting rights are hereby called to attend the Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 10.00am on 8 August 2013, in first call, and, if necessary, in second call on 9 August 2013 at the same time and place, in order to deliberate on the following Agenda.

Documentation and Resolutions

The documentation regarding the items on the Agenda are hereby made available within the terms provided for the laws and regulations in force.

  1. The Merger of Gemina SpA with and into Atlantia SpA: approval of a new provision for the Merger Plan entailing the issuance of Contingent Value Rights to be granted, as of the effective date of the Merger, to the holders of Gemina SpA’s ordinary and savings shares. The resulting increase in the nominal share capital of €18,455,815.00 through the issue of up to 18,455,815 ordinary Atlantia shares with a par value of €1.00 each to service the Contingent Value Rights; related and resulting resolutions, authorities and powers.

    Please be informed that the 2012 Annual Reports of Atlantia S.p.A. and of GEMINA S.p.A. are available - together with the Annual Report of last 3 years of the two companies, the Atlantia BoD’ Report ex 2501-quinquies civil code and the Expert’s Report ex art. 2501-sexies civil code (both published on 29 March 2013) at the following link www.atlantia.it/en/investors/meetings/assemblea_30aprile2013
  2. Solely in the event of failure to approve item 1 above, the eventual revocation of the resolution approving the Plan for the Merger of Gemina SpA with and into Atlantia SpA adopted by the Extraordinary General Meeting of Atlantia’s shareholders on 30 April 2013.

Notices and form


Notice of Extraordinary General Meeting 8-9 August 2013

Documentations


Addendum to the BoD’s Report on the Merger Plan pursuant to art. 2501-quinquies civil code published on 29 March 2013

Supplement to the Merger Plan including the Atlantia Article of Associations post Merger and the “Atlantia 2013 Contingent Value Rights”

Supplement to the Expert’s Report pursuant to art. 2501-sexies issued on 29 March 2013

Supplement to the "Atlantia 2013 Contingent Value Right" of 1 August 2013

Consob communication of 1 August 2013 regarding "Atlantia 2013 Contingent Value Right" (Italian version)

BoD's Explanatory Note dated 1 August 2013 containing amendments to the terms and conditions of the Contigent Value Rights and Opiniopn of the Committee of Indipendent Directors dated 1 August 2013

Amendment of the Terms and Conditions of the Contingent Value Rights to accommodate the CONSOB's decision not to permit the listing of the financial instrument

Results and Minutes


Summary of results of voting on agenda items

Minutes of Extraordinary General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


Ordinary and Extraordinary General Meeting, 30 April – 15 May 2013

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00am on 30 April 2013, in first call, and, if necessary, in second call on 15 May 2013 at the same time and place, in order to deliberate on the following Agenda.

Documentation and Resolutions

The reports and proposed resolutions regarding each item on the Agenda are hereby made available within the terms provided for the laws and regulations in force, and in particular:

  • by 15 March 2013, it will be published the BoD Report on item 3) of the Ordinary Session (“Determination of the number of the members of the Board of Directors and election of the Directors to serve for the years 2013 – 2014 – 2015, and election of the Chairman of the Board of Directors. Determination of the remuneration to be paid to Directors, including fees payable for membership of Board Committees”);
  • by 31 March 2013, it will be published the BoD Report on item 2) of the Ordinary Session (“Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 24 April 2012. Related and resulting resolutions”);
  • by 31 March 2013, it will be published the BoD Report on the sole item of the Extraordinary Session (“Approval of the proposed merger of Gemina SpA with and into Atlantia SpA; related and resulting resolutions. Authorities and powers”);
  • by 9 April 2013, it will be published the documentation on item 1) of the Ordinary Session (“Financial statements for the year ended 31 December 2012. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2012. Related and resulting resolutions”);
  • by 9 April 2013, it will be published the BoD Report on  item 4) of the Ordinary Session (“Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998”);
  • by 31 march 2013, it will be published the BoD Report on item 5) of the Ordinary Session – as supplemented by notice dated 29 march 2013 and published on this website section - of the Ordinary Session (“Changes to the 2011 Share Option Plan, the 2011 Share Grant Plan and the MBO Share Grant Plan approved on 20 April 2011. Related and resulting resolutions”).

Agenda

Ordinary session
  1. Financial statements for the year ended 31 December 2012. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2012. Related and resulting resolutions.
  2. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 24 April 2012. Related and resulting resolutions.
  3. Determination of the number of the members of the Board of Directors and election of the Directors to serve for the years 2013 – 2014 – 2015, and election of the Chairman of the Board of Directors. Determination of the remuneration to be paid to Directors, including fees payable for membership of Board Committees.
  4. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
  5. Changes to the 2011 Share Option Plan, the 2011 Share Grant Plan and the MBO Share Grant Plan approved on 20 April 2011. Related and resulting resolutions
Extraordinary session
  1. Approval of the proposed merger of Gemina SpA with and into Atlantia SpA; related and resulting resolutions. Authorities and powers.

Notices and form


Notice to shareholders

Supplement to notice of call to General Meeting

Notice of Ordinary and Extraordinary General Meeting 30 April -15 May 2013

General Proxy Form (italian only)

Proxy Form for the Appointed Representative

Documentations


2012 Annual report

Report on Corporate Governance and Ownership Structure

Directors’ Report concercing item 2 on agenda for the ordinary session

Directors’ Report concercing item 3 on agenda for the ordinary session

List no. 1 submitted by Sintonia S.p.A (Italian Version)

List no. 2 submitted by Institutional Investors (Italian Version)

Remuneration Report

Directors’ Report concercing item 5 on agenda for the ordinary session

Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999

Directors’ Report concercing item 1 on agenda for the extraordinary session

Merger Plan

Report pursuant to art. 2501 sexies civil code

Atlantia Annual Report 2012

Gemina Annual Report 2012

Atlantia last 3 years Annual Report


Atlantia Annual report 2011

Atlantia Annual report 2010

Atlantia Annual report 2009

Gemina last 3 years Annual Report


Gemina Annual Report 2011

Gemina Annual Report 2010

Gemina Annual Report 2009

Results and Minutes


Summary of results of voting on agenda items

Minutes of Annual General Meeting

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 19 April 2013, being the seventh stock exchange trading day preceding the date set for the General Meeting in first call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).
Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.
Such notification by the intermediary must arrive no later than 25 April 2013, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting, regardless of call.
Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.
The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.
For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (italian only)
The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Servizi Titoli S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.
Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Servizio Titoli S.p.A., with registered office in  Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 26 April 2013 with regard to the General Meeting in first call, or by 13 May 2013 with regard to the General Meeting in second call, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting regardless of the call.
The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.
The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Servizio Titoli S.p.A. in agreement with the Company
The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.
It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Servizi Titoli S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.
The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Servizio Titoli S.p.A. at its offices in Via Monte Giberto 29, 00138 Rome no later than 26 April 2013 with regard to the General Meeting in first call, or then 13 May 2013 with regard to the General Meeting in second call, A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm  to 6.00pm).

Pursuant to laws and regulations in force and art. 20 of the Articles of Association, election of the members of the Board of Directors shall take place on the basis of lists submitted by Shareholders, who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 1% of the issued capital.
Each Shareholders has the right, singly or jointly with other Shareholders, to submit one list only, and any candidate included in more than one list shall be disqualified.
The outgoing Board of Directors does not intend to exercise the option of presenting its own list of candidates for election to the Board of Directors.

Preparation of the lists
  • each list may contain no more than fifteen candidates, who  must be assigned a sequential number.
  • Each list must include at least two candidates who meet the independence requirements established by law and by the Company’s Corporate Governance Code (published on the Company’s website) and one of these must be entered in first place on the list. In particular, given that the Company has adopted the principle required by the Corporate Governance Code for listed companies, it is necessary that each list comply with the need to contain an adequate number of independent Directors, in order to ensure that at least a third of the members of the Board of Directors are independents.
  • Lists containing a number of candidates equal to or higher than three must also indicate at least a fifth of the candidates belonging to the least represented gender in application of Law 120 of 12 July 2011.
Each list must be accompanied by:
  • exhaustive information regarding candidates’ personal and professional details;
  • declarations of the individual candidates accepting their candidature and providing a personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office, and that, where applicable, they meet the independence requirements established by the laws and regulations in force and/or by art. 3.1 of Atlantia’s Corporate Governance Code (published on the Company’s website);
  • an indication of the identities of the Shareholders who have submitted the lists and their total percentage shareholding.

Each Shareholder proposing a list must submit or mail a certificate, issued by the intermediaries in accordance with the law and regulations in force, to the registered office by 9 April 2013, attesting to their holding of the minimum percentage shareholding required in order to submit lists.
y lists not in compliance with the above shall be deemed to have not been submitted. In addition, in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, minority lists must be accompanied by a declaration certifying the absence of any association, indirect or otherwise, as defined by art. 147-ter, paragraph 3 of the CFA and art. 144-quinquies of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, as defined by the regulations in force; the declaration must also specify any existing relations, where significant, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, where identifiable, and the reasons for which these relations are not considered as determining the existence of the above association, or an indication of the absence of any such relations.

Members of the Board of Directors shall be elected in the following manner:

a) for the purposes of allocation of the Directors to be elected, account is not taken of lists that do not obtain a percentage of votes at least equal to half of the percentage required for submission of the lists;
b) four fifths of the Directors to be elected shall be taken in sequential order from the list receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the applicable laws concerning gender quotas. Any fractions shall be rounded down to the nearest whole number;
c) the other Directors shall be taken from the other lists that are not in any manner connected, even indirectly, with the shareholders who submitted or voted for the list that obtained the most votes. For this purpose, the votes cast for those other lists shall be successively divided by one, two, three up to the number of Directors to be elected. The resultant quotients shall be allocated to the candidates on each list who shall then be ranked in decreasing order by the total quotients allocated to them: the candidates elected shall be those with the highest quotients, provided that the required balance between the gender quotas has been complied with.
d) if, following the vote and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates which would result to be in the various lists shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described in letter c). The candidate in such ranking list from the most represented gender having the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same list. If there are no other candidates in this list, the above replacement shall be approved by the General Meeting with the majority required by law.
If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate.
In the event that there are candidates with equal quotients, that candidate on the list from which no Director has already been elected or with the lowest number of Directors elected, shall be elected, provided that the applicable laws concerning the balance between gender quotas have been complied with. In the event of a tie of list votes, and, therefore, equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected.
If only one list is submitted, or if no lists are submitted, or if, for any reason, it is not possible to appoint one or more Directors in accordance with this article, the General Meeting shall decide with the majority required by law, ensuring in any event that the necessary number of Directors meet the independence requirements established by law and that the applicable laws concerning the balance between gender quotas have been complied with

Deposit of the lists

The lists submitted by Shareholders, together with information enabling identification of the persons depositing the lists and the further documentation required by the laws and regulations in force, must be deposited by 5 April 2013, at the registered office, or sent by certified electronic mail to atlantia@pecserviziotitoli.it.

Publication of the lists

The Company will make the lists available to the public by 9 April 2013 at the registered office, and on the Company’s website.

All holders of voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held in first call.
Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it or by using this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).
The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.
No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 25 March 2013, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.

Without prejudice to the final term above mentioned, with reference to item 5) of the Agenda for the Ordinary Session – resulting from the supplement to the Agenda announced by notice published, pursuant to law, on 29 march 2013 – the proposals for deliberation may be submitted by 8 April 2013.

Such request must be accompanied by a report illustrating the reasons for the above proposals.

Applications must be made in writing by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it

Applications must be accompanied by the certificate issued by the intermediary attesting to ownership of their shares and valid at the date of the application.
All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.
No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 661.827.592 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 13.285.616).

Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.

The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.
The Owner of the Processing Data is expressly authorised to communicate the personal data to Servizio Titoli S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.

The person responsible for data processing is Avv. Pietro Fratta, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.

Annual General Meeting to be held on 23 and 24 April 2012

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00am on 23 April 2012, in first call, and, if necessary, in second call on 24 April 2012 at the same time and place, in order to pass resolutions on the following Agenda.

Resolutions

The reports and proposed resolutions regarding each item on the Agenda are hereby made available within the terms provided for the laws and regulations in force:

Ordinary session
  1. Financial statements for the year ended 31 December 2011. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2011. Related and resulting resolutions.

  2. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971 and subsequent amendments, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 20 April 2011. Related and resulting resolutions.

  3. Engagement of Independent Auditors for the financial years 2012-2020. Related and resulting resolutions.

  4. Election of a member of the Board of Directors. Related and resulting resolutions.

  5. Election of the Statutory Auditors and the Chairman of the Board of Statutory Auditors for the financial years 2012-2013-2014. Determination of the remuneration to be paid to the Chairman of the Board of Statutory Auditors and the standing Auditors.

  6. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998

  7. Bonus issue, pursuant to article 2442 of the Italian Civil Code, with a par value of €31,515,600.00, via the issue of 31,515,600 new ordinary shares, ranking equally in all respects with the existing issued ordinary shares, within the limits represented by distributable reserves. This will require the amendment of art. 6 of the Articles of Association. Related and resulting resolution.

Extraordinary session

  1. Bonus issue, pursuant to article 2442 of the Italian Civil Code, with a par value of €31,515,600.00, via the issue of 31,515,600 new ordinary shares, ranking equally in all respects with the existing issued ordinary shares, within the limits represented by distributable reserves. This will require the amendment of art. 6 of the Articles of Association. Related and resulting resolutions.

Notices and form


Notice of Annual General Meeting published in March 2012

Results and Minutes


Minutes of General Meeting

Summary of results of voting on agenda items

Attachments A - B (Italian Version)

Documentation


2011 Annual Report

Directors’ Report concercing item 2 on agenda of ordinary part

Directors’ Report concercing item 3 on agenda of ordinary part

Directors’ Report concercing item 4 on agenda of ordinary part

Directors’ Report concercing item 5 on agenda of ordinary part

Directors’ Report concercing item 6 on agenda of ordinary part

List no. 1 submitted by Schemaventotto S.p.A

List no. 2 submitted by Fondazione CRT

List no. 3 submitted by Institutional Investors

Directors’ Report concercing item 1 on agenda of extraordinary part


Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 12 April 2012, being the seventh stock exchange trading day preceding the date set for the General Meeting in first call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 18 April 2012, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting, regardless of call.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.

For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (49,1 kb)

The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Servizi Titoli SpA on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address atlantia@pecserviziotitoli.it.

Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Servizio Titoli S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items by 12 midnight on 19 April 2012, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting in first call.

The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.

The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Servizio Titoli S.p.A. in agreement with the Company.

The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Servizi Titoli S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Servizio Titoli S.p.A. at its offices in Via Monte Giberto 29, 00138 Rome no later than 19 April 2012. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

Pursuant to laws and regulations in force and art. 32 of the Articles of Association, election of the members of the Board of Statutory Auditors shall take place on the basis of lists submitted by Shareholders who, alone or together with other Shareholders, at the date on which the lists were deposited with the Company, represent at least 1% of the issued capital.

No Shareholder, nor Shareholders belonging to the same group or Shareholders party to a shareholder agreement, may submit or vote for more than one list, including via a proxy or a trust company, and any candidate included in more than one list shall be disqualified.

Each holder of voting rights may vote for one list alone.

Pursuant to art. 32 of the Articles of Association, three Standing Auditors and one Alternate will be taken from the majority list, the remaining two Standing Auditors will be taken from the other lists on the basis of quotients attributed to the candidates, whilst the remaining Alternate will be taken from the minority list that obtains the highest number of votes. The Chairman of the Board of Auditors shall be the first candidate on the minority list that obtains the highest number of votes.

Preparation, deposit and publication of the lists must take place according to the terms and conditions provided for or referred to in art.32 of the Articles of Association.

Preparation of the lists

  • each list must consist of two sections, one for candidates for the office of Standing Auditor and one for Alternates, and each section must contain the names of one or more candidates;

  • the number of candidates must not exceed the number of Statutory Auditors to be elected (five Standing Auditors and two Alternates) and each candidate is to be assigned a sequential number;

  • individuals who hold a number of posts as director or standing auditor equal to or above the maximum established by the applicable regulations, or do not meet the requirements for integrity, professionalism and independence required by the applicable regulations, will be disqualified;

  • at least two Standing Auditors and one Alternate shall be selected from among individuals listed in the register of auditors, who have been engaged in the statutory audit of accounts for a period of not less than three years. Statutory Auditors not meeting such requirement shall be selected from amongst those persons with at least three years overall experience in: a) the management and control of or administrative duties in joint-stock companies having issued capital of at least €2 million, or b) professional activities or university instruction in legal, business and finance subjects, or c) managerial functions at government or public sector entities engaged in lending, finance or insurance.

Each list must be accompanied by:

  • information on the identity of the Shareholders who have submitted the lists and their total percentage shareholding, together with certificates attesting to their ownership of the related shares;

  • exhaustive information regarding candidates’ personal and professional details;

  • declarations from the individual candidates accepting their candidature and a personal warranty that there is no fact or deed which could give rise to their disqualification and that they meet the legal requirements for holding such office, including compliance with the limit on the total number of positions held, as established by the laws and regulations in force, and indicating any positions as director or statutory auditor held at other joint-stock companies;

  • a declaration from Shareholders other than those who, alone or together with other Shareholders, hold a controlling or relative majority interest, certifying the absence of any association - as defined by the CONSOB pursuant to art. 144-quinques of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999 – with such Shareholders; in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, the declaration must also specify any existing relations, where significant, with Shareholders that hold, either alone or together with other Shareholders, a controlling or relative majority interest, where identifiable based on reports of significant interests as defined by art. 120 of the CFA or on published announcements of shareholder agreements pursuant to art. 122 of the CFA, and the reasons for which these relations are not considered as determining the existence of the above association, or an indication of the absence of any such relations. In particular, the declaration must at least include the relations, where significant, listed in the above CONSOB Ruling (available at www.consob.it).

Any lists not in compliance with the above requirements will be rejected.

Deposit of the lists

The lists submitted by Shareholders, together with information enabling identification of the persons depositing the lists and the further documentation required by the laws and regulations in force, must be deposited by 29 March 2012,

If, by 29 March 2012, only one list of candidates for the office of Statutory Auditor or only lists submitted by Shareholders acting in association with each other has been deposited, Shareholders with the right to submit lists may, until 1 April 2012, deposit further lists at the registered office. In this case, the minimum shareholding required to qualify for the right to submit lists is reduced by half.

The lists must be deposited as follows:

  • delivery of the related documentation to the offices of Atlantia S.p.A. at via A. Nibby 20, Rome, or

  • by sending the documentation to the certified e-mail address atlantia@pecserviziotitoli.it

Publication of the lists

The Company will make the lists available to the public by 2 April 2012 at the registered office, at Borsa Italiana S.p.A. and on the Company’s website.

Shareholders may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting.

Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it or by using this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code). Those who provide proof of entitlement by 12 April 2012 (the Record Date) will have the right to receive an answer. For this purpose the shareholder must provide, either together with or after sending their question and via the same means as above, a certificate issued by the intermediary, attesting to ownership of their shares and valid at the above date. If the shareholder has requested their intermediary to notify the Company of their right to attend the General Meeting, it will be sufficient to include a reference to this notification, if received from the intermediary, in the request or at least provide the name of the intermediary.

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 24 March 2012, apply for the addition of agenda items, indicating the subject matter in the application and sending a report on the matter in hand. Applications must be made in writing accompanied by proof of entitlement, by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it

Applications must be accompanied by the certificate issued by the intermediary attesting to ownership of their shares and valid at the date of the application.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors, unless covered by art. 125-ter of the CFA.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the additions and the report illustrating the additional matters to be discussed at the request of shareholders, and eventually accompanied by observations from the Board of Directors, by 6 April 2012, according to the same procedure for publication of the notice of the General Meeting.

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 630.311.992 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 12.652.968).

Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.

The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.

The Owner of the Processing Data is expressly authorised to communicate the personal data to Servizio Titoli S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.

The person responsible for data processing is Avv. Pietro Fratta, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.

Annual General Meeting to be held on 19 and 20 April 2011

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00am on 19 April 2011, in first call, and, if necessary, in second call on 20 April 2011 at the same time and place, in order to discuss and pass resolutions on the following Agenda.

Agenda

Resolutions

The reports and proposed resolutions regarding each item on the Agenda are hereby made available within the terms provided for the laws and regulations in force:

Ordinary session:
  1. Financial statements for the year ended 31 December 2010. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2010. Related and resulting resolutions.
  2. Changes to the 2009 Share Option Plan following bonus issues and an increase in the number of plan Options. Related and resulting resolutions.
  3. New long-term incentive plans in the form of share-based payments, consisting of share options and/or share grants for executive directors and managers of the Company and its direct and indirect subsidiaries. Related and resulting resolutions
  4.  Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971 and subsequent amendments, to purchase and sell treasury shares, subject to prior revocation of the unused portion of the authority granted by the General Meeting of 14 April 2010. Related and resulting resolutions.
Extraordinary session:
  1. Bonus issue, pursuant to article 2442 of the Italian Civil Code, with a par value of € 30,014,857.00, via the issue of 30,014,857 new ordinary shares, ranking equally in all respects with the existing issued ordinary shares, within the limits represented by distributable reserves. This will require the amendment of art. 6 of the Articles of Association. Related and resulting resolutions.
  2. Proposed amendment of articles 12, 14, 16, 20, 27, 28 and 32 of the Articles of Association and the addition of a new art. 34, with the resulting renumbering of the following articles. Related and resulting resolutions.

Notices and form


Notice of Annual General Meeting published in March 2011

General Proxy Form

Proxy Form for the Appointed Representative

Documentation


2010 Annual report

Directors’ Report concercing item 2 on agenda for the ordinary session

Addendum to the Information Memorandum

Directors’ Report concercing item 3 on agenda for the ordinary session

Information Memorandum

Directors’ Report concercing item 4 on agenda for the ordinary session

Directors’ Report concercing item 1 on agenda for the extraordinary session

Directors’ Report concercing item 2 on agenda for the extraordinary session

Results and Minutes


Summary of results of voting on agenda items

Verbale

Attachment A (Italian version)

Attachment B (Italian version)


Only those persons may attend and vote at General Meetings who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 8 April 2011, being the seventh stock exchange trading day preceding the date set for the General Meeting in first call (the "Record Date"), in conformity with articles 86-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Finance Act).

Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meetings. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.

Such notification by the intermediary must arrive no later than 14 April 2011, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting, regardless of call.

Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.

The Office of the Chairman will be opened two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend the meeting.

All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.

For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form 

The proxy, attesting and accepting personal liability for the conformity of the copy with the original, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Servizi Titoli SpA on +39 06-88345203 or by sending an electronic version of the form to atlantia@pecserviziotitoli.it.

Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.

In accordance with the law, all holders of voting rights may, by completing the relevant form, nominate Servizio Titoli SpA of Via Mantegna 6, Milan to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Finance Act), to which persons with voting rights my provide voting instructions on any and all agenda items by 12 midnight on 15 April 2011, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting in first call.

The appointment and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the Consolidated Finance Act.

The authorisation must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (70 kb - Scarica il pdf), or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Servizio Titoli SpA in agreement with the Company and available at the following link: PlaST – Servizio Titoli

The authorisation is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.

It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Servizi Titoli SpA, acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Servizio Titoli SpA at its offices in Via Monte Giberto 33, 00138 Rome no later than 15 April 2011. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-88345203 or by certified electronic mail to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-88345112 (lines are open from Monday to Friday from 9.00am to 6.00pm).

Shareholders may, pursuant to art. 127-ter of Legislative Decree 58/98 (the Consolidated Finance Act), ask questions on agenda items either before or during the General Meeting.

Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it or by filling this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code). Those who provide proof of entitlement by 8 April 2011 (the record date) will have the right to receive an answer. For this purpose the shareholder must provide, either together with or after sending their question and via the same means as above, a certificate issued by the intermediary, attesting to ownership of their shares and valid at the above date. If the shareholder has requested their intermediary to notify the Company of their right to attend the General Meeting, it will be sufficient to include a reference to this notification, if received from the intermediary, in the request or at least provide the name of the intermediary.

The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Finance Act), shareholders, separately or collectively, representing one fortieth of the issued capital may, by 28 March 2011, apply for the addition of agenda items, indicating the subject matter in the application and sending a report on the matter in hand. Applications must be made in writing accompanied by proof of entitlement, by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it.

Applications must be accompanied by the certificate issued by the intermediary attesting to ownership of their shares and valid at the date of the application.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors, unless covered by art. 125-ter of the Consolidated Finance Act.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the additions and the report illustrating the additional matters to be discussed at the request of shareholders, and eventually accompanied by observations from the Board of Directors, by 4 April 2011, according to the same procedure for publication of the notice of the General Meeting.

Provision has not been made for votes to be cast by mail or electronically.

The Company’s issued capital consists of 600,297,135 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 12,050,446).