Minutes of the Annual General Meeting dated 16 April 2014:
Summary of results of voting:
Summary of results of voting on agenda items (124Kb PDF)
Notice of Annual General Meeting:
Extract from the notice of call to the Ordinary General Meeting published - in the Italian version -on 14.03.2014 on daily newspaper, “MF”. (107 kb - PDF)
Notice (full text) of Ordinary General Meeting 15-16 April 2014 (123 kb - PDF)
The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00am on 15 April 2014, in first call, and, if necessary, in second call on 16 April 2014 at the same time and place, in order to deliberate on the following
AgendaReceive on your e-mail information regarding the upcoming AGM
- 1. Financial statements for the year ended 31 December 2013. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2013. Related and resulting resolutions.
2013 Annual report (2.5 Mb - PDF)
Report on Corporate Governance and Ownership Structure (693 kb - PDF)
- 2. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971/1999, as amended, to purchase and sell treasury shares, subject to prior revocation of all or part of the unused portion of the authority granted by the General Meeting of 30 April 2013. Related and resulting resolutions.
Directors’ report (137 kb - PDF)
- 3. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
Remuneration Report (1.5 Mb - PDF)
- 4. Changes to the 2011 Share Option Plan and to the MBO Share Grant Plan approved on 20 April 2011, as modified on 30 April 2013. Related and resulting resolutions
Directors’ report (105 kb - PDF)
Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 (192 kb - PDF)
- 5. Approval of a long-term share-based incentive plan for employees and executive directors of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.
Directors’ report (105 kb - PDF)
Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 (160 kb - PDF)
Documentation and Resolutions
The reports and proposed resolutions regarding each item on the Agenda - not yet published - will be made available within the terms provided for the laws and regulations in force, and in particular:
- by 25 March 2014, it will be published the documentation on item 1) (“Financial statements for the year ended 31 December 2013. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2013. Related and resulting resolutions”);
Right to attend General Meetings and the exercise of voting rights
Only those persons may attend and vote at General Meeting who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 4 April 2014, being the seventh stock exchange trading day preceding the date set for the General Meeting in first call (the "Record Date"), in conformity with articles 83-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Financial Act”, or “CFA”).
Any deposits in and withdrawals from custody accounts subsequent to the Record Date shall be without effect to a person's right to vote at General Meeting. Persons who are, consequently, registered as having title to shares only subsequent to the Record Date shall have no right to attend or vote at the General Meeting.
Such notification by the intermediary must arrive no later than 10 April 2014, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting, regardless of call.
Shareholders still in the possession of share certificates in scrip form are required to provide the intermediary with the share certificates for entry into the centralised scripless share certificate system and apply for the issuance of the above notification.
The Office of the Chairman will be open two hours prior to the time set for the General Meeting in order to identify attendees and verify their right to attend.
All holders of rights to vote at and attend the General Meeting may appoint a representative through the issuance of a written proxy, subject to any legal and regulatory limitations.
For this purpose, holders of voting rights may nominate a proxy, using the following proxy form: General Proxy Form (48 kb - PDF)
The proxy, attesting and accepting personal liability for the conformity of the copy with the original and the identity of the proxy giver, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Servizi Titoli S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address email@example.com.
Proxies are under a statutory obligation to retain the original of the form and any voting instructions received for one year from the close of business at the General Meeting.
In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 11 April 2014 with regard to the General Meeting in first call, or by 14 April 2014 with regard to the General Meeting in second call, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting regardless of the call.
The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.
The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (330 KB pdf) or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company
The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.
It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Servizi Titoli S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.
The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 29, 00138 Rome no later than 11 April 2014 with regard to the General Meeting in first call, or then 14 April 2014 with regard to the General Meeting in second call, A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to firstname.lastname@example.org. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).
All holders of voting rights may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting up to three days prior to the Meeting held in first call.
Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address email@example.com or by using this form.
The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).
The Company may provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the right of the questioner to ask such questions, no later than the General Meeting.
No reply is, however, required for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.
Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Financial Act), shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 24 March 2014, apply for the addition of agenda or submit proposals for deliberation regarding matters already on the agenda.
Such requests must be accompanied by a report illustrating the reasons for the above proposals. The applications - made in writing and accompanied by the certificate attesting to ownership of their shares - must be sent by fax to +39 06-43632339 or to the certified e-mail address firstname.lastname@example.org
All holders of voting rights are entitled to individually submit motions on items already on the agenda at the Meeting.
No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors.
No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the above additions, and the relevant report eventually accompanied by observations from the Board of Directors, within the terms prescribed by art. 125-ter of the CFA according to the same and procedure for publication of the notice of the General Meeting
Provision has not been made for votes to be cast by mail or electronically.
The Company’s issued capital consists of 825.783.990 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 12.837.326).
Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.
The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.
The Owner of the Processing Data is expressly authorised to communicate the personal data to Computershare S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.
The person responsible for data processing is Avv. Pietro Fratta, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.