Extraordinary and ordinary General Meeting, 2 August 2017

Notice of General Meeting:

Notice of Extraordinary and Ordinary General Meeting dated 2 August 2017 (PDF)
Extract from the notice of call of the Extraordinary and Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on July 4, 2017 - Italian version (PDF)

 

The holders of voting rights are hereby called to attend the Extraordinary and Ordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 2 August 2017, on single call, to resolve on the following.

 

Agenda

Receive on your e-mail information regarding the upcoming GM

Extraordinary session

  1. Proposal to carry out a capital increase for consideration, subject to the exclusion of pre-emption rights pursuant to art. 2441, paragraph 4.1 of the Italian Civil Code, to be paid for via the contribution in kind of shares in Abertis Infraestructuras SA and with the issue of special shares, to service the voluntary public tender offer, in cash and shares, for the entire issued capital of Abertis Infraestructuras SA. The amendment of articles 6, 7, 8, 9, 19 and 20 (combined in art. 20), 21 and 23 of the articles of association and the introduction of new articles 19 and 40 of the articles of association. Related and resulting resolutions and delegation of the related powers

    Directors’ report (PDF)

    the Fairness Opinion on the issue price for Atlantia SpA’s special shares issued by the audit firm, Deloitte & Touche SpA, in accordance with art. 158 of Legislative Decree 58/1998 (PDF)

    the Report prepared by the Independent Expert, PricewaterhouseCoopers Advisory S.p.A., attesting to the fairness of the price of Abertis Infraestructuras’s shares, issued in accordance with art. 2343–ter, paragraph 2 of the Italian Civil Code (PDF)

 

Ordinary session

  1. Approval of a supplementary long-term, share-based incentive plan for executive directors and employees of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.

    Directors’ report (PDF)

    Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 (PDF)

 

Documentation and 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, and in particular:

 

- by the publication date of the notice of call of the Extraordinary and Ordinary General Meeting (3 July 2017), it will be published:

  • the BoD Report on item 1) of the ordinary session (“Approval of a supplementary long-term, share-based incentive plan for executive directors and employees of the Company and its direct and indirect subsidiaries. Related and resulting resolutions”) together with the relevant information memorandum drawn up pursuant to art. 84-bis Consob Regulation no.11971/1999.


- by 12 July 2017, it will be published:

  • the BoD Report on item 1) of the extraordinary session (“Proposal to carry out a capital increase for consideration, subject to the exclusion of pre-emption rights pursuant to art. 2441, paragraph 4.1 of the Italian Civil Code, to be paid for via the contribution in kind of shares in Abertis Infraestructuras SA and with the issue of special shares, to service the voluntary public tender offer, in cash and shares, for the entire issued capital of Abertis Infraestructuras SA. The amendment of articles 6, 7, 8, 9, 19 and 20 (combined in art. 20), 21 and 23 of the articles of association and the introduction of new articles 19 and 40 of the articles of association. Related and resulting resolutions and delegation of the related powers”) together with all the relevant documents provided for by the applicable law and regulations.

 

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 24 July 2017, being the seventh stock exchange trading day preceding the date set for the General Meeting on single 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 28 July 2017, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting on single 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.

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.

 

Representation at the Meeting

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 (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 Computershare S.p.A. on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address 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 (pursuant to art. 135-undecies, Consolidated Financial Act)

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 31 July 2017, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting.

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 (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 and available at the following link: https://servizi.computershare.it/eRD/Login/Login.aspx?nos=3306171960.

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, Computershare 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 33, 00138 Rome no later than 31 July 2017 with regard to the General Meeting. 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 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 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).

Right to ask questions

All holders of voting rights, in relation to which the Company has received from an authorized intermediary a communication certifying their 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 on single call (i.e. 30 July 2017).

Questions must be sent to the Company by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it 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.

Right to add general Meeting agenda items and to submit new motions

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 13 July 2017, 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 the ownership of their shares issued by an authorized intermediary, in accordance with the law and regulations in force - must be sent by fax to +39 06-43634260 or to the certified e-mail address atlantia@pecserviziotitoli.it

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

Postal or electronic voting

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

Information on the issued capital on the date of call to the General Meeting

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 8.600.835).

Data Protection Notice pursuant to art. 13 of Legislative Decree 196/2003 (the “Data Protection Code”) and art. 13 of EU Regulation 679/2016 of 27 April 2016 (the “Regulation”)

Purpose for which the data is processed and the mandatory provision of data

As required by art. 13 of Legislative Decree 196/2003, we hereby inform you that the personal data you have provided, consisting of your name, surname and home address, will only be used for the purposes, from time to time required, relating to general meetings of shareholders. These regard:

  • the accreditation and recording of participation in general meetings;
  • the recording and minuting of speeches and votes.

The above data may be processed in order to comply with statutory, regulatory or EU requirements and, in any event, in relation to obligations linked to your role as a shareholder. Pursuant to art. 24, paragraph 1, sub-paragraph a) of Legislative Decree 196/03, it was necessary to collect your data in order to fulfil the above purposes and does not require your consent.

In addition, Atlantia SpA wishes to inform you that, in the hall where the General Meeting will take place, an audio and video recording system will be in use. As well as protecting the Company’s property and your safety and security, the system is used only to aid the Notary in minuting the General Meeting. In compliance with the requirements introduced by the Information Commissioner in relation to data protection, video recordings will only be retained for a 24-hour period, after which they will be automatically erased from the IT systems.

How do we process your data and how long is it stored

The processing of personal data for the above purposes is carried out manually (minutes) and/or using automated equipment (images, e-documents) and, in any event, in compliance with the related statutory requirements. The data will be erased once the purposes for which it is collected have been fulfilled.

The physical and technical security of the data will always be guaranteed.

With the exception of the video recordings, the above data is held and stored for the purposes described within the limits established by the applicable regulations and, in particular, on the basis of the provisions of art. 2220 of the Italian Civil Code.

Categories of third party to which the data may be communicated

In addition to employees of Atlantia SpA, your data may also be processed for certain purposes by Computershare SpA, which Atlantia has appointed the External Data Manager with regard to the provision of support and assistance on the occasion of the General Meeting.

In addition, as the Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Finance Act), Computershare SpA, may collect proxy votes for the General Meeting of shareholders. For this purpose alone and, in implementation of the requirements regarding proxies and proxy votes, in accordance with the instructions given by the represented party, Computershare SpA acts and is accountable as an independent data owner and will provide you with a separate data protection notice, where necessary.

The data will not by circulated or transferred to companies, even if forming part of the Group, located outside the European Economic Area (EEA).

Right of access to personal data

Within the limits and in accordance with the conditions provided for in articles 7- 10 of the Data Protection Code and articles 15 – 23 of the Regulation, Atlantia guarantees and grants you the following rights:

  • the right to access the personal data held in its paper and/or electronic archives;
  • the right to request the amendment, update or erasure of the data if incomplete or incorrect, and to contest its use on legitimate and specific grounds;
  • the right to have the incorrect personal data amended without undue delay. Taking into account the purpose for which the data is processed, you have the right to add to incomplete personal data, including the provision of an additional statement;
  • the right to have any personal data that regards you erased without undue delay if one of the reasons listed in art. 17, paragraph 1 of the Regulation is present;
  • the right to limit use of the data in any of the situations described in art. 18, paragraph 1 of the Regulation.

Owner, Controllers and categories of person in charge of processing within Atlantia.

The Data Owner is Atlantia SpA, having its registered office at Via Antonio Nibby 20, 00161 Rome.

The Data Controller is the pro tempore Head of the General Counsel’s Office, domiciled in this role at Via Alberto Bergamini 50, Rome, who may be requested to grant access to the information and the other rights provided for by art. 7 of Legislative Decree 196/2003, by sending an e-mail to atlantia@pec.atlantia.it.

The personal data will be processed by employees of the Company within the relevant departments, acting as “Persons in charge of the processing”.