Annual General Meeting to be held on 19 and 20 April 2011

Minutes of General Meeting:

Minutes of General Meeting (137 kb -Scarica il pdf)

Summary of results of voting:

Summary of results of voting on agenda items (83 kb -Scarica il pdf)

 

Notice of Annual General Meeting:

Notice of Annual General Meeting published in March 2011 (78 kb - Scarica il pdf)

The holders of voting rights are hereby called to attend the Ordinary and Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00am on 19 April 2011, in first call, and, if necessary, in second call on 20 April 2011 at the same time and place, in order to discuss and pass resolutions on the following Agenda.

Resolutions

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

Ordinary session:
  • 1. Financial statements for the year ended 31 December 2010. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2010. Related and resulting resolutions.
    2010 Annual report (6,9 mb - Scarica il pdf)
  • 2. Changes to the 2009 Share Option Plan following bonus issues and an increase in the number of plan Options. Related and resulting resolutions.
    Directors’ Report (188 kb - Scarica il pdf)
    Addendum to the Information Memorandum (254 kb - Scarica il pdf)
  • 3. New long-term incentive plans in the form of share-based payments, consisting of share options and/or share grants for executive directors and managers of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.
    Directors’ Report (242 kb - Scarica il pdf)
    Information Memorandum (332 kb - Scarica il pdf)
  • 4. Authority, pursuant and for the purposes of articles 2357 et seq. of the Italian Civil Code, article 132 of Legislative Decree 58 of 24 February 1998 and article 144-bis of the CONSOB Regulation adopted with Resolution 11971 and subsequent amendments, to purchase and sell treasury shares, subject to prior revocation of the unused portion of the authority granted by the General Meeting of 14 April 2010. Related and resulting resolutions.
    Directors’ Report (139 kb - Scarica il pdf)
Extraordinary session:
  • 1. Bonus issue, pursuant to article 2442 of the Italian Civil Code, with a par value of € 30,014,857.00, via the issue of 30,014,857 new ordinary shares, ranking equally in all respects with the existing issued ordinary shares, within the limits represented by distributable reserves. This will require the amendment of art. 6 of the Articles of Association. Related and resulting resolutions.
    Directors’ Report (86 kb - Scarica il pdf)
  • 2. Proposed amendment of articles 12, 14, 16, 20, 27, 28 and 32 of the Articles of Association and the addition of a new art. 34, with the resulting renumbering of the following articles. Related and resulting resolutions.
    Directors’ Report (193 kb - Scarica il pdf)
Right to attend General Meetings and the exercise of voting rights

Only those persons may attend and vote at General Meetings who have been notified as having voting rights to the Company by an "intermediary" so authorised in accordance with applicable legislation; such notification having been issued in accordance with records at the close of business on 8 April 2011, being the seventh stock exchange trading day preceding the date set for the General Meeting in first call (the "Record Date"), in conformity with articles 86-sexies of Legislative Decree 58 of 24 February 1998 (the "Consolidated Finance Act).

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

Such notification by the intermediary must arrive no later than 14 April 2011, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first call. The right to attend and vote at General Meeting, however, shall be valid to the extent that the relevant notice is received by the Company no later than the opening of the General Meeting, regardless of call.

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

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

Proxies

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 (80 kb - Scarica il pdf)

The proxy, attesting and accepting personal liability for the conformity of the copy with the original, may send a copy of the proxy form, duly completed and signed by the holder of the voting rights, directly to the Company by sending a fax to Servizi Titoli SpA on +39 06-88345203 or by sending an electronic version of the form to atlantia@pecserviziotitoli.it.

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

The Appointed Representative within the meaning of art. 135-undecies, Consolidated
Finance Act

In accordance with the law, all holders of voting rights may, by completing the relevant form, nominate Servizio Titoli SpA of Via Mantegna 6, Milan to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Finance Act), to which persons with voting rights my provide voting instructions on any and all agenda items by 12 midnight on 15 April 2011, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting in first call.

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

The authorisation must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (70 kb - Scarica il pdf), or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Servizio Titoli SpA in agreement with the Company and available at the following link: PlaST – Servizio Titoli

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

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

The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Servizio Titoli SpA at its offices in Via Monte Giberto 33, 00138 Rome no later than 15 April 2011. A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-88345203 or by certified electronic mail to atlantia@pecserviziotitoli.it. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-88345112 (lines are open from Monday to Friday from 9.00am to 6.00pm).

Right to ask questions

Shareholders may, pursuant to art. 127-ter of Legislative Decree 58/98 (the Consolidated Finance Act), ask questions on agenda items either before or during the General Meeting.

Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it, or by filling this form.

The request must be accompanied by details of the shareholder’s identity (surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code). Those who provide proof of entitlement by 8 April 2011 (the record date) will have the right to receive an answer. For this purpose the shareholder must provide, either together with or after sending their question and via the same means as above, a certificate issued by the intermediary, attesting to ownership of their shares and valid at the above date. If the shareholder has requested their intermediary to notify the Company of their right to attend the General Meeting, it will be sufficient to include a reference to this notification, if received from the intermediary, in the request or at least provide the name of the intermediary.

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

Right to add General Meeting agenda items

Pursuant to art. 126-bis of legislative Decree 58/98 (the Consolidated Finance Act), shareholders, separately or collectively, representing one fortieth of the issued capital may, by 28 March 2011, apply for the addition of agenda items, indicating the subject matter in the application and sending a report on the matter in hand. Applications must be made in writing accompanied by proof of entitlement, by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it.

Applications must be accompanied by the certificate issued by the intermediary attesting to ownership of their shares and valid at the date of the application.

No agenda items may be added with respect to matters for which the General Meeting is required by law to deliberate on the recommendation, proposal or report of the directors, unless covered by art. 125-ter of the Consolidated Finance Act.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the additions and the report illustrating the additional matters to be discussed at the request of shareholders, and eventually accompanied by observations from the Board of Directors, by 4 April 2011, according to the same procedure for publication of the notice of the General Meeting.

Postal or electronic voting

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

Information regarding the issued capital

The Company’s issued capital consists of 600,297,135 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 12,050,446).