Ordinary General Meeting, 20 April 2018

Minutes of the General meeting dated 20 April 2018:

Minutes of General Meeting (Italian version) (PDF)
Attachment A (Italian version) (PDF)
Attachment B (Italian version) (PDF)

Summary results of voting:

Summary results of voting on agenda items (ITALIAN VERSION PDF)

Notice of General Meeting:

Supplement to notice of call to General Meeting published on March 21 2018 on the Italian daily newspaper MF Milano Finanza (PDF)
Notice of Ordinary General Meeting (PDF)
Extract from the notice of call of the Ordinary General Meeting published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the Italian daily newspaper MF Milano Finanza on March, 9th 2018 (Italian version) (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 11.00 am on 20 April 2018, on single call, to resolve on the following

 

Agenda

Receive on your e-mail information regarding the upcoming GM
  1. Financial statements for the year ended 31 December 2017. 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 2017. Related and consequent resolutions.
    2017 Annual report (PDF)
    2017 Report on Corporate Governance and Ownership Structure (PDF)
    Consolidated non financial Information Disclosure pursuant to D. Lgs. 254/2016 - 2017 Integrated Report (Italian version - PDF)
  2. Proposal to supplement the considerations paid for the audit engagement for the financial years 2017 - 2020. Related and consequent resolutions.
    Directors’ report (PDF)
  3. Authorisation, in accordance with 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 subsequently amended, to purchase and sell treasury shares, subject to the prior revocation of the authorisation granted by the General Meeting of 21 April 2017. Related and consequent resolutions.
    Directors’ report (Italian version - PDF)
  4. Appointment of Statutory Auditors and of the Chairman of the Board of Statutory Auditors for the financial years 2018-2019-2020. Determination of the remuneration to be paid to the Chairman of the Board of Statutory Auditors and the Standing Auditors. Related and consequent resolutions.
    Directors’ report (PDF)
    Submitted lists:
    List no. 1 submitted by Sintonia S.p.A. (Italian Version)
    List. no. 2 sumbitted by institutional investors (Italian Version)
  5. Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
    Remuneration Report (PDF)
  6. Amendment of the the supplementary long-term, share-based incentive plan approved by the General Meeting of 2 August 2017 for executive directors and employees of the Company and its direct and indirect subsidiaries. Related and resulting resolutions.
    Directors’ report (PDF)
    Information memorandum pursuant to art. 84-bis Consob Regulation no.11971/1999. (PDF)

 

Documentation and Resolutions

The reports and proposed resolutions regarding each item on the Agenda will be made available within the terms provided for the laws and regulations in force, and in particular:

on 9 March 2018 - pubblication date of the ordinary general meeting - it has been published:

  • the BoD Report on item 4 (Appointment of Statutory Auditors and of the Chairman of the Board of Statutory Auditors for the financial years 2018-2019-2020. Determination of the remuneration to be paid to the Chairman of the Board of Statutory Auditors and the Standing Auditors. Related and consequent resolutions).
 

on 21 March 2018, have been published:

  • the BoD Report on item 2) of the agenda (“Proposal to supplement the considerations paid for the audit engagement for the financial years 2017 - 2020. Related and consequent resolutions”);
  • the BoD Report on item 6) of the agenda (“Amendment of the the supplementary long-term, share-based incentive plan approved by the General Meeting of 2 August 2017 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.
 

on 30 March 2018 it have been published

  • the documentation on item 1) of the agenda (“Financial statements for the year ended 31 December 2017. 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 2017. Related and consequent resolutions”);
  • the BoD Report on item 3) of the agenda (“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 the authority granted by the General Meeting of 21 April 2017. Related and consequent resolutions”);
  • the list of candidates for the office of Standing Auditor submitted by the Shareholders within 26 March 2018;
  • the documentation on item 5) of the agenda (“Resolution on the first section of the Remuneration Report pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998”);
 

Consolidated non financial Information Disclosure pursuant to D. Lgs. 254/2016 - 2017 Integrated Report is also available a the following link http://www.atlantia.it/en/sustainability/integrated-report.

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 11 April 2018, 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 17 April 2018, 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 18 April 2018, 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 which will be made available starting from the publication date of the slates of candidates for election to the Board of Standing Auditors (ie. 30 Marzo 2018) https://servizi.computershare.it/eRD/index.aspx?nos=2311467438.

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 18 April 2018 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).

Election of the Board of Statutory Auditors

Pursuant to laws and regulations in force and art. 32 of the Articles of Association, election of the members of the Board of Statutory Auditors shall take place on the basis of lists submitted by Shareholders who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 0.5% of the issued capital.

No Shareholder, nor Shareholders belonging to the same group or Shareholders party to a shareholder agreement, may submit or vote for more than one list, including via a proxy or a trust company, and any candidate included in more than one list shall be disqualified.

Preparation of the lists

  • Each list must consist of two sections, one for candidates for the office of Standing Auditor and one for Alternates, and each section must contain the names of one or more candidates, which must not exceed the number of Statutory Auditors to be elected, with each name assigned a sequential number.
  • Individuals who hold a number of posts as director or standing auditor equal to or above the maximum established by the applicable regulations, or do not meet the requirements for integrity, professionalism and independence required by the applicable regulations, may not be included in voting lists.
  • At least two Standing Auditors and one Alternate shall be selected from among individuals listed in the register of auditors, who have been engaged in the statutory audit of accounts for a period of not less than three years. Statutory Auditors not meeting such requirement shall be selected from amongst those persons with at least three years overall experience in: a) the management and control of or administrative duties in joint-stock companies having issued capital of at least two million euros; or b) professional activities or university instruction in legal, business and finance subjects; or c) managerial functions at government or public sector entities engaged in lending, finance or insurance.
  • Lists that, taking into account both sections, contain a number of candidates equal to or higher than three must include at least a third of the candidates belonging to the least represented gender (rounded up, if necessary), in application of Law 120 of 12 July 2011. Where the number of candidates for Alternate Auditor is equal to or higher than two, they must be of two different genders.

Each list must be accompanied by:

  • (i) information on the Shareholders who have submitted the lists and their total percentage shareholding, together with certificates attesting to their ownership of the related shares;
  • (ii) exhaustive information regarding candidates’ personal and professional details;
  • (iii) declarations from the individual candidates accepting their candidature and a personal warranty that there is no fact or deed which could give rise to their disqualification and that they meet the legal requirements for holding such office, including compliance with the limit on the total number of positions held, as established by the laws and regulations in force, and indicating any positions as director or statutory auditor held at other joint-stock companies;
  • (iv) a declaration from Shareholders other than those who singly or jointly hold a controlling or relative majority interest, certifying the absence of any association - as defined by art. 144-quinquies of the CONSOB Regulation adopted with Resolution 11971 of 14 May 1999 – with such Shareholders; in making such a declaration, Shareholders are invited to take into account the CONSOB recommendations contained in ruling DEM/9017893 of 26 February 2009.

Any lists not in compliance with the above requirements will be rejected.

Deposit of the lists

The lists submitted by Shareholders must be deposited at the registered office, or sent by certified e-mail to atlantia@pecserviziotitoli.it, by 26 March 2018, together with information enabling identification of the persons depositing the lists and the further documentation required by the laws and regulations in force.

Each proposing Shareholder must submit and/or deliver to the registered office, not later then 30 March 2018, a certificate issued by an intermediary in accordance with the laws and regulations in force, providing proof of their ownership of the minimum shareholding required to qualify for the right to submit lists.

If, by 26 March 2018, only one list of candidates for the office of Statutory Auditor or only lists submitted by Shareholders acting in association with each other has been deposited, the Company will immediately make this known and Shareholders with the right to submit lists may, until 29 March 2018, deposit further lists at the registered office or send them by certified e-mail to atlantia@pecserviziotitoli.it. In this case, the minimum shareholding required to qualify for the right to submit lists is reduced by half.

Publication of the lists

The Company will make the lists available for inspection by 30 March 2018 at the registered office, on the Company’s website (http://www.atlantia.it/it/investor-relations/assemblee.html) and on the storage platform called 1Info (www.1Info.it).

Members of the Board of Statutory Auditors shall be elected in the following manner:

  • three Standing Auditors and one Alternate to be elected shall be taken in sequential order from the list receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the legislation in force concerning gender quotas;
  • the remaining two Standing Auditors shall be taken from the other lists. For that purpose, the votes cast for those other lists shall be successively divided by one and two. The resultant quotients shall be progressively allocated to the candidates on each list, in the order envisaged for each list.
    The quotients thus allocated to the candidates on the various lists shall then be ranked in decreasing order by the total quotients allocated to them: the two candidates elected shall be those with the highest quotients, provided that the required balance between gender quotas has been complied with.
  • if, on completion of the election and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates elected from the various lists shall be ranked in decreasing order, based on the quotients calculated in accordance with the procedure described in letter b). The candidate from the most represented gender with the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same list. If there are no other candidates in this list, the above replacement shall be approved by the General Meeting with the majority required by law.
    If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate. In the event that candidates have equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected, provided that the legislation in force concerning gender quotas has been complied with. The Chairman of the Board of Statutory Auditors shall be the first candidate on the minority list that obtains the highest number of votes.
    The remaining Alternate Auditor shall be drawn from the list which receives the highest number of votes among the list submitted and voted for by Shareholder who are not associated with the majority Shareholders, as defined by law.
  • Any Statutory Auditors not appointed using voting lists, shall be appointed by General Meeting resolution approved with the majority required by law in compliance with the legislation in force concerning gender quotas.
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 17 April 2018).

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 19 March 2018, 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

Notwithstanding the above, with reference to the sole agenda item number 6 - as resulting from the supplement notice published on March 21 2018 in compliance with applicable law and regulations - pursuant to the law, shareholders, separately or collectively, representing one fortieth of the issued capital may, within 31 March 2018 and in accordance with article 126-bis, Consolidated Finance Act, submit proposals for deliberation. Applications must be made in writing, within the terms and conditions set out in the notice published on 9 March 2018 and described in this website page. The Company will be responsible for announcing any proposals for deliberation, in the same form required for the publication of the notice, at least 15 days prior to the date of the Annual General Meeting in first call (therefore, no later than 5 April 2018).

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 7.982.277).

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 recording system will be in use. The system is used only to aid the Notary in minuting the General Meeting. 

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.

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.

Your data may be communicated to audit firms, professional firms or to freelance professionals in relation to the provision of consulting or advisory services in connection with corporate transactions, and to public bodies or authorities (courts, stock exchanges, the CONSOB, overseas regulators, where relevant, etc.). The data will only be communicated for the purposes indicated in paragraph 1 above, and in compliance with the requirements provided for in Legislative Decree 196/03 or in order to meet specific statutory or regulatory requirements. Finally, we hereby inform you that some of your data may be circulated within the financial market, only if strictly necessary and in compliance with the related statutory requirements and CONSOB regulations.

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”.