Ordinary General Meeting, on 29 April 2022 (on single call)

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 register office in Rome, Piazza di San Silvestro n.8, at 10:00 AM on 29 April 2022, in order to resolve on the agenda below described. 

AGENDA

  1. 2021 Financial Statements
    1. Approval of the financial statements of Atlantia S.p.A. as of 31 December 2021 accompanied by the Reports of the Board of Statutory Auditors and of the Auditor of the Accounts. Presentation of the Annual Integrated Report and of the consolidated financial statements as of 31 December 2021. Related and consequent resolutions. 
    2. Allocation of the net profits concerning 2021 financial year and dividend distribution. Related and consequent resolutions. 
  2. Appointment of the Board of Directors and determination of remunerations; Related and consequent resolutions:
    1. Determination of the number of the members of the Board of Directors; 
    2. Determination of the term of the office of the Board of Directors;
    3. Appointment of the Directors; 
    4. Appointment of the Chair of the Board of Directors; 
    5. Determination of the remuneration of the members of the Board of Directors.
  3. Proposal to approve an employee share Ownership Scheme relating to Atlantia S.p.A.’s ordinary shares, called “The 2022-2027 Employee Share Ownership Plan”. Related and consequent resolutions.
  4. Report on the Remuneration Policy for 2022 and on the Remuneration paid in 2021 pursuant to article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998:
    1. Approval of the first section of the Report – Remuneration Policy for 2022 (binding resolution).
    2. Non-binding resolution on the second section of the Report – Information on the remunerations paid in 2021.
  5. Request to the shareholders to cast an advisory vote on Climate Transition Plan.  

 

Results and Minutes

Summary Report of the votes on the Agenda of the Meeting

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)

Notices and forms


Notice of Ordinary General Meeting to be held on 29 April 2022

Extract from the notice of call of Ordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of the CFA, on 16 March 2022 on Milano Finanza. (italian version)

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

Annual Integrated Report 2021 - PDF courtesy copy including the Reports of the Board of Statutory Auditors and of the Auditor of the Accounts. This version has been prepared for convenience of use and does not contain the ESEF information as specified in the ESEF regulatory technical standards (Delegated Regulation (EU) 2019/815)

Annual Integrated Report 2021- Document in ESEF- format pursuant to Delegated Regulation (EU) 2019/815 available only on the Italian page of the General Meeting of 29 April 2022

Annual Integrated Report 2021 –ESEF-Format XHTML version available only on the Italian page of the General Meeting of 29 April 2022

Report on corporate governance and ownership structure 2021

Directors’ Reporting concerning item 2 on the agenda together with the Guidelines to Shareholders on the composition of the Board of Directors issued on 20/1/2022

List no. 1 of candidate for the office of Director of Atlantia submitted by Sintonia S.p.A. (Italian Version) and further resolution proposals functional to the renewal of the Board of Directors

List no. 2 of candidate for the office of Director of Atlantia submitted by institutional investors (Italian Version)

Directors’ Reporting concerning item 3 on the agenda

Information Memorandum drafted pursuant to art. 114-bis of the CFA and art. 84-bis of Issuer Regulation (Consob resolution 11971/1999) concerning item 3 on the agenda

Directors’ Reporting concerning item 4 on the agenda

Report on Remuneration Policy for 2022 and Remuneration paid in 2021

Directors’ Reporting concerning item 5 on the agenda

Climate Action Plan related to item 5 on the agenda

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


Taking into account the conduct of the General Meeting, the documents concerning the item on the agenda, together with the Board of Directors’ reports and the proposed resolutions, will be made available for inspection according to, and within the deadlines provided by, applicable laws and regulations.

In particular, on the same date of publication of the Notice of call of the Ordinary General Meeting, will be made available to the public, at the Company’s register offices, on this section of the website as well as on the officially authorized storage mechanism 1Info (www.1info.it), the following documentation:

  • the Board of Director’s Report on item 1) on the agenda2021 Financial Statements: A) Approval of the financial statements of Atlantia S.p.A. as of 31 December 2021 accompanied by the Reports of the Board of Statutory Auditors and of the Auditor of the Accounts. Presentation of the Annual Integrated Report and of the consolidated financial statements as of 31 December 2021. Related and consequent resolutions; B) Allocation of the net profits concerning 2021 financial year and dividend distribution. Related and consequent resolutions”;
     
  • the Board of Director’s Report on item 2) on the agendaAppointment of the Board of Directors and determination of remunerations; Related and consequent resolutions : A) Determination of the number of the members of the Board of Directors; B) Determination of the term of the office of the Board of Directors; C) Appointment of the Directors; D) Appointment of the Chair of the Board of Directors; E) Determination of the remuneration of the members of the Board of Directors.together with the Guidelines to Shareholders provided by Atlantia’s Board of Directors on the qualitative and quantitative composition of the new Board of Directors issued on 20/1/2022;
     
  • the Board of Director’s Report on item 3) on the agendaProposal to approve an employee share ownership scheme relating to Atlantia S.p.A.’s ordinary shares called “The 2022-2027 employee share ownership plan”. Related and consequent resolutionstogether with the Information Memorandum drafted pursuant to art. 114-bis of the CFA and art. 84-bis, of Issuer Regulations (Consob resolution 11971/1999).
     
  • the Board of Director’s Report on item 4) on the agenda Report on the Remuneration Policy for 2022 and on the remuneration paid in 2021 pursuant to article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998: A) Approval of the first section of the Report – Remuneration Policy for 2022 (binding resolution); B) Non-binding resolution on the second section of the Report – Information on the remunerations paid in 2021”.
     
  • the Board of Director’s Report on item 5) on the agenda “Request to the shareholders to cast an advisory vote on the Climate Transition Plan”.

Within the deadline of 30 March 2022 will be made available for inspection (if it has not been published earlier):

  • the Climate Transition Plan related to item 5) on the Agenda

Within the deadline of 8 April 2022 will be made available for inspection (if they have not been published earlier):

  • the 2021 Annual Integrated Report including Atlantia’s financial statements and the consolidated financial statements as well as the non-financial information disclosure accompanied by the reports of the Board of Statutory Auditors and of the Auditor of the Accounts;
  • 2021 Annual Report on Corporate Governance and Ownership Structure;
  • Report on the Remuneration Policy for 2022 and on the remuneration paid in 2021;
  • Lists of candidates to the office of member of Board of  Directors submitted by the Shareholders within 4 April 2022 at the latest.

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 connected to the attendance in person, also in light of the uncertain development of the pandemic, Atlantia S.p.A. decided to avail of the faculty – pursuant to Article 106 of Italian Decree Law 18 of March 17, 2020 (converted into Law by Italian Law 24 April 2020 No. 27) as lastly extended by article 3, paragraph 1of Italian Decree Law no. 228 of December 30, 2021 (converted into law by Italian Law no. 15 of 25 February 2022), - to provide that the attendance to the General Meeting by the shareholders occurs exclusively via the appointed representative pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 (the “CFA”) - i.e., Computershare S.p.A (hereinafter the “Appointed Representative”) – according to the modalities below.

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. Such systems shall ensure the identification of the abovementioned 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 being necessary for the Chairman, the Secretary or the Notary to be physically in attendance at the same location. 

The right to attend and vote at General Meeting, exclusively 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 20 April 2022, 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 26 April 2022, 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 exclusively 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:

  • 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
  • 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 as well as on the item supplemented by Shareholders pursuant to art. 126-bis of the CFA, if any. The proxy 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. 

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 (27 April 2022 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 https://servizi.computershare.it/eRD/index.aspx?nos=255952340

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, should the delegating party not to use 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:

  • 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);
  • 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;
  • 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;
  • 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.

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 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 as well as on the item supplemented by Shareholders pursuant to art. 126-bis of the CFA, if any. The proxy/sub-proxy 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. 

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.

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.

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.

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:

  • 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);
  • 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;
  • 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;
  • 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 28 April 2022 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 laws and regulations in force and art. 20 of the Articles of Association, election of the members of the Board of Directors shall take place on the basis of lists submitted by Shareholders, who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 1% of the issued capital (by virtue of the combined provisions of Consob director resolution no. 60 of 28 January 2022, and article 20 of the Articles of Association). 

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

It’s noted that the outgoing Board of Directors in compliance with the provisions of Borsa Italiana Corporate Governance Code adopted by the Company (the “Code”), with the favorable opinion of the Nomination, Remuneration and Human Capital Committee, approved its Guidelines to the Shareholders on the qualitative and quantitative composition of the new Board of Directors deemed optimal (the “Guidelines”). The Board invites the Shareholders, in the drafting of their list, to take into account the indication provided in the abovementioned Guidelines attached to the Board of Directors Report on Item 2 on the Agenda and already published on 20 January 2022 in the governance section of the Company’s website (https://www.atlantia.com/en/governance).

Preparation of the lists

• Each list may contain no more than fifteen candidates, who must be assigned a sequential number;

• pursuant to article 20 of the Articles of Association, each list must include candidates meeting the independence requirements provided by law. In such regard, please note that in the Guidelines the outgoing Board of Directors highlighted the importance to guarantee the presence of an adequate number of independent Directors (at least the half of the Board, as provided by the Code for Large Companies and by art. 5 of the BoD Term of Reference, available on the Company’s website in the governance section);

• Lists containing three or more candidates must also ensure that at least two fifths of the candidates belong to the least represented gender, in compliance with article 20 of the Articles of Association (the number of candidates belonging to the least represented gender is rounded up, except for lists containing three candidates whereby such number is rounded down).

Each slate must be accompanied by: 

• exhaustive information regarding candidates’ personal and professional details;

• declarations of the individual candidates accepting their candidature and providing a personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office (also for the purposes of the enrollment of the controlled company Telepass S.p.A. in the register of the electronic money institution), and that, where applicable, they meet the independence requirements established by the laws and regulations in force;

• an indication of the identities of the Shareholders who have submitted the lists and their total percentage shareholding.

Any list that does not comply with the above requirements will be considered as not submitted.

In addition to the above, the Shareholders which submit their list of candidates are invited to provide the necessary information concerning any capacity of the candidates to be qualified as independent based on Recommendation no. 7 of the Code as implemented and supplemented by article 5 of the Board Regulation. 

The Board, in compliance with Recommendation 23 of the Code, also invites the Shareholders which submit a list containing at least a number of candidates equal to half the members of the new Board to provide adequate information in the documentation submitted together with the list concerning the compliance of the list with the Guidance.

Furthermore, in compliance with the provisions of Consob Ruling DEM/9017893 of 26 February 2009, minority lists must be accompanied by a declaration certifying the absence of any association, also indirect, as defined by Article 147-ter, paragraph 3 of the CFA and Article 144-quinquies of the Regulations adopted with Consob Resolution 11971 of May 14, 1999, with Shareholders that hold, either individually or jointly, a controlling or relative majority interest, pursuant to applicable law. The declaration must also specify any existing relations, where significant, with Shareholders that hold, either individually or jointly, a controlling or relative majority interest, where identifiable, and the reasons why these relations are not considered to determine the existence of the above association, or an indication that no such relations exist. 

Submission of the lists

The lists submitted by Shareholders, together with information enabling identification of the persons depositing the list and any further documentation required by the laws and regulations in force, must be filed at the lates on 4 April 2022 at the registered office of the Company, or sent by certified electronic mail to atlantia@pecserviziotitoli.it.

Within the deadline for the publication of lists (8 April 2022) each Shareholder must file with and/or deliver to the Company a certificate issued by intermediaries in accordance with the law and regulations in force, attesting that the Shareholder holds the minimum percentage shareholding required to submit lists. The ownership of such shareholding shall be determined with reference to the shares registered in favor of the Shareholder on the day the lists are filed with the Company. 

Information pursuant to articles 13 and subsequent of the Regulation (EU) 2016/679 in relation to the candidature as member of the company bodies of Atlantia

Atlantia S.p.A., with registered office in Piazza di S. Silvestro n.8, 00187, Rome, in its capacity as Controller, wished to informs you, under article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation” or “GDPR”) - 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.).

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, e-mail, telephone, etc.), information relating to the professional career in the curriculum vitae (e.g. educational qualifications, professional experience, etc.), as well as further data necessary to manage you candidature In this context, Judicial data may be processed in compliance with laws or regulations.

The above information is processed - through the inclusion in the list, pursuant to the laws and regulations in force, will be subject to a vote by the Ordinary Shareholders' Meeting of the Company –for the following purposed:

  • assessment and verification of aptitudes and professional skills of the candidate;

  • assessment of requisites of professionality, independence and honorableness as well as the absence of causes of ineligibility, incompatibility and disqualification set out by the legislation in force;

  • administrative, corporate and General Meeting formalities related to the appointment as a member of the Company's corporate bodies (Board of Directors, Board of Statutory Auditors, etc.) including the relevant publications;

  • completion of extraordinary transaction (by way of example merger, transfer of going concern etc.) based on the legitimate interest of the Controller;

  • fulfil further obligations provided for by laws and regulations in force

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 to not include in the curriculum vitae any confidential information that is not necessary or additional to the purposes indicated above.

Under article 6, paragraph 1, letters b) and c) of the Regulation processing personal data is necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia is bound. Failure to provide the data would cause the disqualification of the candidate from the appointment process and make it impossible for the Controller to execute the contractual relationship and to fulfil the aforementioned legal obligations.

Processing arrangements

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 by or licensed to the Controller, ensuring in any case that such tools are equipped with adequate security measures with respect to the processing for which they are used.

Record-keeping duration

Personal data shall be retained for the entire duration of the relationship with the Controller and 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 defense of Atlantia's rights in court. In the event of any litigation, the above retention periods shall be suspended until the controversy will be finally settled.

Comunication of personal data

Data may be communicated, in order to comply with legal obligations, to auditing firms professional offices or freelancers for the performance of consultancy and assistance in corporate operations as well as to governing bodies and public Authorities (Courts, Consob, foreign authorities etc.).

Data will be communicated to Computershare S.p.A., Altantia’s provider of services strictly connected to the General Meeting. Computershare S.p.A. is therefore appointed as Responsible of the processing.

Disclosure and publication of personal data

The data may be disclosed with the view to complying with specific legal or regulatory obligations, obligations deriving from EU legislation as well as under order issued by competent Authorities or by supervisory or control bodies. In particular, 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.

According to the law and regulation applicable to listed companies, your data may be disclosed in the framework of the information concerning the Company’s corporate body published on the letter website and/or published on the SDIR mechanism 1Info, used by the Company to disclose and storage regulated information.

Transfer of data to a foreign country

Personal data are not transferred to any third party located in countries not belonging to the European Economic Space or in case not subject to the GDPR.

In case it would be necessary to transfer your data to third parties located outside the European Economic Space for specific purposes, such transfer will take place only if the EU Commissions has confirmed ad adequate level of protection of the data in such third country (EU Commissions decision on adequacy) or where adequate warranties of protection exist (by way of example EU standard contractual clauses for the date transfer to Third countries).

Rights of the data subject

For lawful and grounded reasons interested persons - consistently with existing legal and contractual obligations applicable to the Controller – have power to exercise the rights set forth under articles 15-22 of the Regulation.

In particular, according to applicable laws, the interested person 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;

• 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;

• 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 above mentioned rights may be exercised by sending an email to dpo@atlantia.com or by post, writing to the attention of the Data Protection Officer, to the following address: Piazza di S. Silvestro n.8, 00187, Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection Officer who can be reached via e-mail to dpo@atlantia.com.

The Company will make the lists available to the public at the latest on 8 April 2022 at the registered office, on this page of Company’s website, section Documentation and on the storage platform called 1Info (www.1Info.it). 

Pursuant to article 20 of the Articles of Association, and in accordance with the laws and regulations in force about the balance between gender quotas, members of the Board of Directors shall be elected as follows: 

a) for the purposes of allocation of the Directors to be elected, lists that do not obtain a percentage of votes at least equal to half of the percentage required for the submission of the same list shall not be considered; 

b) four fifths of the Directors to be appointed shall be taken in sequential order from the list receiving the majority of votes cast by the holders of share carrying voting rights, and in compliance with the applicable laws concerning gender quotas. Any fractions shall be rounded down to the nearest whole number;

c) the other Directors shall be taken from the other lists that are not in any manner connected, even indirectly, with the Shareholders who submitted or voted for the list that obtained the majority of the votes. For this purpose, the votes cast for those other lists shall be successively divided by one, two, three up to the number of Directors to be elected. The resultant quotients shall be allocated to the candidates on each list who shall then be ranked in decreasing order by the total quotients allocated to them: the candidates elected shall be those with the highest quotients, provided that the required balance between the gender quotas has been complied with; 

d) in the event the voting procedures do not result in the election of a sufficient number of Directors satisfying the independence requirements defined under the existing law, the last candidate of the majority list that does not meet the independence requirements shall be excluded and substituted with the following candidate of the same list, in progressive order, having said requirements. This procedure, if necessary, will be repeated up to the election of all required independent Directors; 

e) if, following the vote and the above procedures, legislation concerning the balance between the gender quotas has not been complied with, the candidates which would result to be in the various lists shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described in letter c). The candidate in such ranking list from the most represented gender having the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same list, without prejudice to compliance with the minimum number of independent Directors provided for in the applicable law. 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, without prejudice to compliance with the minimum number of independent Directors provided for in the applicable law. 

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

If only one list is submitted, or if no lists are submitted, or if, for any reason, it is not possible to appoint one or more Directors in accordance with article 20 of the Articles of Association, the General Meeting shall decide with the majority required by law, ensuring in any event that the necessary number of Directors meet the independence requirements established by law and that the applicable laws concerning the balance between gender quotas have been complied with. 

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 no later than the record date, being it 20 April 2022 (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 26 April 2022 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 25 March 2022, 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 as supplemented, and the relevant reports on the supplemented upon Shareholders’ request together with Board of Directors’ considerations, if any, within the deadline set forth by Article 126-bis, paragraph 2, of the CFA, according to the modalities applied for the publication of the notice of call.

In addition to the above, considering 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  14 April 2022 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 18 April 2022, 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 di S. Silvestro n.8, 00187 Rome, in its capacity as data Controller wished to inform you, pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation” or “GDPR”) 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, exclusively by granting a proxy or a sub-proxy to the Appointed Representative Computershare S.p.A., at the General Meeting registration and recording of votes, statistics for the check of the shareholding base of the Company or OF 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 of the Company;

  • enforcing or defending a right in court or in a preliminary phase to the judgment;

  • for purposed connected to extraordinary transactions (merger, transfer of going concern, etc.) on the basis of the legitimate interest of the Controller.

Under article 6, paragraph 1, letters b) and c) of the Regulation, personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia is bound. Failure to provide the data would make it impossible for the Controller to manage the relationship with you as Shareholder, fulfill corporate formalities and allow your attendance at the General Meeting.

Processing arrangements

The processing of personal data is carried out with paper support (eg. Minutes) and/or by electronic means (audio and video tracks of the events and electronic documents) and, in any case, in compliance with the applicable laws ensuring that such means are equipped with security measures adequate to processing the date for which they are used.

Record-keeping duration

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 Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and 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 defense of Atlantia's rights in court. In the event of any litigation, the above retention periods shall be suspended until the controversy will be finally settled.

Discolure of personal data

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing as well as in order to comply with obligations set out by applicable laws and regulations, 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 as well as to fulfil the formalities with the obligations inherent in the representation in the General  Meeting and the expression of the vote of the person represented;

  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

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

Disclosure of personal data

The data may be disclosed with the view to complying with specific legal or regulatory obligations, obligations deriving from EU legislation as well as under order issued by competent Authorities or by supervisory or control bodies. In particular, some 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 

Personal data are not transferred to any third party located in countries not belonging to the European Economic Space or in case not subject to the GDPR.

In case it would be necessary to transfer your data to third parties located outside the European Economic Space for specific purposes, such transfer will take place only if the EU Commissions has confirmed an adequate level of protection of the data in such third country (EU Commissions decision on adequacy) or where adequate warranties of protection exist (by way of example EU standard contractual clauses for the data transfer to Third countries).

Rights of the data subject

For lawful and grounded reasons the interested persons - consistently with existing legal and contractual obligations of the Controller, if any– have power to exercise the rights set forth under articles 15-22 of the Regulation.

In particular, according to applicable laws, the interested person 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;

• revoke the consent given to the processing of data at any time and to object, in whole or in part, to the use of the data;

• 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 above mentioned rights may be exercised by sending an email to dpo@atlantia.com  or by post, writing to the attention of the Data Protection Officer, to the following address: Piazza di S. Silvestro n.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