Articles of Association, Codes and Procedures

The Articles of Association define the main characteristics and purpose of the Company, as well as the primary rules for its organisation and management. A copy of the current Articles of Association and General Meeting Regulations is available below.

Articles of Association and General Meeting Regulations Scarica il pdf
Articles of Association and General Meeting Regulations showing the amendments approved by the Extraordinary General Meeting of Shareholders held on 28 April 2021
Scarica il pdf

The Code of Conduct for Internal Dealing adopted by the Company, prepared in compliance with the provision of Market Abuse Regulation EU 596/2014, contains the rules that shall govern the internal dealing identifying the disclosure and conduct obligations arising from the execution of transactions relating to the financial instruments issued by Atlantia as well as to derivatives or other financial instruments linked thereto, that have been carried out by the Relevant Persons or by  persons closely associated to them as well as by the Relevant Shareholders.

Code of Conduct for Internal Dealing
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Having received the consent of Atlantia SpA’s Committee of Independent Directors for Related Party Transactions, the Board of Directors approved Atlantia's Procedure for Related Party Transactions on 11 November 2010 (the “RPT Procedure”). The Procedure complies with CONSOB regulation governing related party transactions adopted by Resolution 17221 of 12 March 2010, as subsequently amended.

The RPT Procedure was lastly updated with resolution of the Board of Directors dated 10 June 2021 – with the favourable opinion of the Committee of Independent Directors with responsibility for Related Party Transactions and of the Control, Risks and Corporate Governance Committee and after having heard the Board of Statutory Auditors – effective as of 1 July 2021, in order to (i) incorporate the amendments made by CONSOB to the aforementioned Regulation by resolution 21624 of 11 December 2020 by way of implementing Directive (EU) 2017/828 (so called “Shareholder Rights Directive II”); and (ii) align the text of the Procedure to the current organisational structure of the Company. 

The purpose of the RPT Procedure is to identify – in accordance with the principles specified by Consob – rules aiming at ensuring the transparency as well as substantial and procedural correctness of related parties transactions carried out by the Company, either directly or through its subsidiaries. For this purpose, the Procedure identifies – among others – the quantitative criteria for identifying transactions of greater or lesser significance or transactions of limited value; it defines the procedures for carrying out and approving the transactions; it provides for the Director involved in the transaction with related parties the obligation to abstain from voting on the relevant transaction; it determines the modalities for fulfilling the relevant disclosure obligations. The Procedure also identifies types of transactions to which the exemption cases from the adoption of related party transactions rules apply, as well as the relevant procedures and timings for information to the Committee of Independent Directors responsible for Related Party Transactions on the implementation of such exemption cases and for its relevant assessments. The Committee, according to its Terms of Reference, identifies criteria and timings for carrying out such assessment.

The Company also adopted an Operational Procedure implementing the RPT Procedure with the purpose of defining the procedures and timings to be followed in relation to the assessment on the implementation of the exemptions concerning Intragroup Transaction and Ordinary Transactions as identified under paragraphs 5.4 and 5.5. of the RPT Procedure.

Procedure for Related Party Transactions
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The procedure, which complies with art. 1, paragraph 1 of Legislative Decree 58/1998, replaced its predecessor. Its purpose is to ensure the reporting of information required by the Board of Auditors for its oversight duties.

Procedure for Reporting to the Board of Auditors
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The procedure governs the processing of Inside Information and the rules for making announcements both inside and outside the company of documents and Inside Information regarding Atlantia and its subsidiaries (if it constitutes Inside Information for Atlantia itself), in compliance with the existing legislation on Market Abuse and the Guidelines issued by Consob on 13 October 2017.

Procedure for Market Announcements
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