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



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



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



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



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



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