“JPY20,000,000,000 2.730 per cent. Senior Notes due 10 December 2038” – ISIN code: XS0468468854
(the “Notes”)

Notice of Noteholders’ Meeting:


Full Notice of Noteholders’ Meeting (PDF)

Excerpt of the Notice of Noteholders’ Meeting published in Italian on 11 November 2016 on Il Sole 24 Ore (PDF)


The Noteholders’ Meeting will be held as a single call meeting at the offices of Atlantia S.p.A., Via Alberto Bergamini, 50, 00159 Rome, Italy at 12.00 p.m. on 14 December 2016, to discuss the following Agenda. Capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them in the Notice of Noteholders’ Meeting.

 

AGENDA

The Noteholders’ Meeting will be held to approve an Extraordinary Resolution in accordance with the provisions of the Trust Deed and the terms and conditions of the Notes attached thereto (the “Conditions”), in order to, among other things:
  1. approve the implementation of the Transfer (as defined in the Extraordinary Resolution); and
  2. amend certain provisions of the Trust Deed and the Conditions.
    Explanatory Note (PDF)
    Atlantia - Supplemental Agency Agreement 2038 JPY Notes (DOCX)
    Atlantia - Supplemental Trust Deed 2038 JPY Notes (DOCX)
    Atlantia - Final Terms 2038 JPY Notes (PDF)
    Atlantia - Agency Agreement 2038 JPYNotes (DOCX)
    Atlantia - Final Prospectus 2038 JPY Notes (PDF)
    Atlantia - Trust Deed 2038 JPY Notes (PDF)

 

Right to attend the Meeting and the exercise of voting rights

Only those Noteholders who hold Notes, as at the end of the seventh business day prior to the date of the Meeting, as certified by the Principal Paying Agent on the basis of the relevant book-entries in Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), are entitled to participate in, and vote at, the Meeting. Persons who become Noteholders after such date will not be entitled to participate in, and vote at, the Meeting. For the purposes of this Notice, “business day” means a day on which the markets regulated by the Irish Stock Exchange are open for business.
Admission of Noteholders or their representatives to the Meeting and the right to vote at the Meeting is subject to the delivery to Atlantia, by 5.00 p.m. (Rome time) on the third business day prior to the date fixed for the Meeting, of a certificate issued by the Principal Paying Agent confirming that the relevant Noteholder or its representative is entitled to vote at the Meeting on the basis of the relevant book-entries in Euroclear or Clearstream, Luxembourg, as at the end of the seventh business day prior to the date of the Meeting. However, in the event that Atlantia does not receive such certification by 5.00 p.m. (Rome time) on the third business day prior to the date fixed for the Meeting, the Noteholder may nevertheless attend and vote at the Meeting, provided that the certificate is received by Atlantia before the beginning of the Meeting.
Noteholders who have submitted or delivered (and not subsequently revoked or amended) valid Electronic Voting Instructions prior to the Instruction Deadline need take no further action in relation to voting on the Extraordinary Resolution at the Meeting. By submitting or delivering an Electronic Voting Instruction (and not revoking or amending it prior to the Instruction Deadline), Noteholders will have irrevocably instructed the Principal Paying Agent to appoint an employee of the Tabulation Agent (nominated by it) as proxy to attend and vote at the Meeting in accordance with the instructions of such Noteholders.
Each person (a “beneficial owner”) who is the owner of a particular principal amount of the Notes through Euroclear, Clearstream, Luxembourg or a person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Notes (a “Direct Participant”), should note that a beneficial owner will only be entitled to attend and vote at the Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Notes, for the Direct Participant to complete these procedures on its behalf.
Electronic Voting Instruction” means an electronic voting instruction submitted by a Direct Participant through the relevant Clearing System to the Tabulation Agent, instructing the Principal Paying Agent to appoint an employee of the Tabulation Agent (nominated by it) as its proxy to attend the Meeting on its behalf and stating that the vote(s) attributable to the Notes that are the subject of such electronic voting instruction should be cast in a particular way in relation to the Extraordinary Resolution (either in favour of or against the Extraordinary Resolution).

Representation at the Meeting

All Noteholders who have the right to vote at the Meeting but do not wish to attend and vote at the meeting in person may either (a) deliver its valid Voting Certificate(s) to the person whom it wishes to attend on its behalf (a form of proxy for any such person attending on behalf of a Noteholder is available from the Principal Paying Agent) or (b) require the Principal Paying Agent to issue a Block Voting Instruction (confirming that voting and blocking instructions have been given to Euroclear or Clearstream, Luxembourg in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) and appointing a proxy to attend and vote at the Meeting in accordance with that Noteholder’s instructions, all as more fully described in the Notice of Noteholders’ Meeting.

Right to ask questions

Noteholders entitled to vote at the Meeting may, at any time from the date of this Notice until the end of the third day falling prior to the Meeting, ask Atlantia questions with respect to any matters referred to in the Agenda. Questions must be sent to Atlantia by fax to +39 0643634789 or by certified electronic email at atlantia@pecserviziotitoli.it. Answers will be provided by Atlantia to the relevant Noteholders at, or in advance of, the Meeting. Atlantia may provide a collective answer to questions on the same subject. However, Atlantia shall not provide answers when the information requested is already available in “question and answer” form in the ad hoc section of the Issuer’s website or is otherwise available in the same section of the Issuer’s website (www.atlantia.it). Noteholders asking questions must provide details of their identity and documentation confirming their entitlement to exercise voting rights in accordance with the Conditions.

Right to add Agenda Items and to Submit New Resolution Proposals

Noteholders holding, individually or collectively, at least one fortieth of the aggregate outstanding principal amount of the Notes may, within ten days following the publication of this Notice (i.e., by 21 November 2016), request in writing to Atlantia the addition of items to the Agenda and make proposals for alternative resolutions regarding items already set out in the Agenda. Requests must be accompanied by (i) proof of entitlement of the Noteholders to give voting instructions in accordance with the Trust Deed, the Conditions and this Notice and (ii) a note explaining the reasons for the addition of such items or proposals. Requests should be delivered to Atlantia by fax to +39 0643634789, or by certified electronic email at atlantia@pecserviziotitoli.it. No later than 15 days prior to the date of the Meeting, Atlantia will disclose to the public, pursuant to applicable law, any proposed addition to the Agenda and any proposal for additional resolutions, together with any evaluation made by Atlantia. Noteholders are entitled to individually submit motions on items in the Agenda at the Meeting.

Information on the issued capital

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 at the date of the call of the meeting are 2,030,676).
The Notes consists of JPY20,000,000,000 in aggregate principal amount, with a minimum denomination of JPY500,000,000, and all carrying voting rights.

Data protection pursuant to Legislative Decree 196/2003

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 The Bank of New York Mellon in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the Bondholders’ Meeting.
The person responsible for data processing is Avv. Michelangelo Damasco, 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.

Notice of results of meeting

“¥20,000,000,000 2.730 per cent. Senior Notes due 10 December 2038” - ISIN Code: XS0468468854