Ordinary General Meeting, 29 May 2020

 

Ordinary General Meeting, 29 May 2020 (on single call)


COVID-19 emergency - Shareholders' Meeting without physical attendance

 

Minutes of the General meeting dated 29 MAY 2020:

Minutes of General Meeting (Italian version) (PDF)

Attachment A (Italian version) (PDF)
Attachment B (Italian version) (PDF)
Attachment C (Italian version) (PDF)
Attachment D (Italian version) (PDF)
Attachment E (Italian version) (PDF)
Attachment F (Italian version) (PDF)
Attachment G (Italian version) (PDF)

Summary results of voting:

Summary results of voting on agenda items

 

Notice of Ordinary General Meeting dated 29 May 2019 (__ kb - PDF)

Extract from the notice of call of the Ordinary General Meeting that will be published, pursuant to art. 125-bis , paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper MF Milano Finanza on 30 April 2020 (Italian Version - PDF)

Notice of Annual General Meeting

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held at the Company’s offices at Via Alberto Bergamini 50, Rome at 10 am on 29 May 2020, on single call, to resolve on the following

 

Agenda

  1. Atlantia S.p.A.’s financial statements for the year ended 31 December 2019. The reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditor. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2019. Related and resulting resolutions.
    Annual Report 2019 (PDF)
    Annual Report on Corporate Governance and Ownership Structure (PDF)
    2019 Integrated Report (Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016) (PDF)
     
  2. Engagement of the Independent Auditor for the financial years 2021-2029. Related and resulting resolutions.
    Directors’ Report (PDF)
     
  3. Election of two members of the Board of Directors. Related and resulting resolutions.
    Directors’ Report (PDF)
     
  4. Proposal for revocation of the General Meeting’s resolution of 18 April 2019 limited to the authorisation to purchase treasury shares, without prejudice to the authorisation to sell treasury shares therein contained. Related and consequent resolutions.
    Directors’ Report (PDF)
     
  5. Proposal for a Free Share Scheme for Employees for the year 2020. Related and Resulting resolutions.
    Directors’ Report (PDF)
    Information Memorandum pursuant to art. 84-bis, Consob resolution 11971/1999 (PDF)
     
  6. Report on the Remuneration Policy for 2020 and Remuneration paid in 2019, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998.
    1. First section: Report on the Remuneration Policy for 2020 (binding resolution);
    2. Second section: Report on Remuneration paid in 2019 (non-binding resolution).
      Directors’ Report (PDF)
      Report on the Remuneration Policy for 2020 and Remuneration paid in 2019 (PDF)
       
Scheduled publication of the Documentation Regarding the Matters on the Agenda

The documentation regarding the matters on the Agenda will be made available pursuant to the terms provided for under applicable laws, at the Company’s registered office, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it):

  • by the publication date of the notice of call of the Ordinary General Meeting (29 April 2020), it is published:
    • the BoD Report on item 2) of the agenda (“Engagement of the Independent Auditor for the financial years 2021-2029. Related and resulting resolutions”).
    • the BoD Report on item 3) of the agenda (“Election of two members of the Board of Directors. Related and resulting resolutions”).
    • the BoD Report on item 5) of the agenda (“Proposal for a Free Share Scheme for Employees for the year 2020. Related and Resulting resolutions.”) and the relevant Information Memorandum.
    • the BoD Report on item 6) of the agenda (“Report on the Remuneration Policy for 2020 and Remuneration paid in 2019, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998: 6.1 First section: Report on the Remuneration Policy for 2020 (binding resolution); 6.2 Second section: Report on Remuneration paid in 2019 (non-binding resolution)”).
  • by 30 April 2020, it will be published:
    • the documentation on item 1) of the agenda (“Atlantia S.p.A.’s financial statements for the year ended 31 December 2019. The reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditor. Appropriation of profit for the year. Presentation of consolidated financial statements for the year ended 31 December 2019. Related and resulting resolutions”);
    • 2019 Integrated Report (Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016) together with the relevant attestation prepared by the Independent Auditors (also available at the following link http://www.atlantia.it/it/sostenibilita/bilancio_integrato), pursuant to the Legislative Decree no. 254 of 30 December 2016 and the related implementing Regulation adopted by Consob with Resolution no. 20267 of 18 January 2018. It should be noted that this statement, which contains information on environmental, social and personnel issues, respect for human rights and the fight against active and passive corruption, is submitted to the Shareholders' Meeting for information purposes only, since it is not subject to their approval being act falling within the competence of the Board of Directors.
  • by 8 May 2020, it will be published:
    • the BoD Report on item 4) of the agenda (“Proposal for revocation of the General Meeting’s resolution of 18 April 2019 limited to the authorisation to purchase treasury shares, without prejudice to the authorisation to sell treasury shares therein contained. Related and consequent resolutions”).
    • the documentation on item 6) of the agenda (“Report on the Remuneration Policy for 2020 and Remuneration paid in 2019, prepared pursuant to art. 123-ter of Legislative Decree 58 of 24 February 1998:6.1 First section: Report on the Remuneration Policy for 2020 (binding resolution); 6.2 Second section: Report on Remuneration paid in 2019 (non-binding resolution))”.
COVID-19 emergency – Conduct of the General Meeting pursuant to Law Decree 18 of 17 March 2020

In compliance with art. 106, paragraph 4.2 of Law Decree 18 of 17 March 2020, containing “Measures to strengthen the National Health Service and provide financial support for households, workers and businesses affected by the COVID-19 epidemic”, shareholders may only attend the General Meeting through the appointed representative designated in accordance with art. 135-undecies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Financial Act” or “CFA”) - i.e. Computershare SpA (the “Appointed Representative”) – according to the procedure described herein.

In compliance with art. 106, paragraph 2 of the CFA, unless otherwise stated above, in accordance with the legislation introduced to combat the COVID-19 epidemic, attendance at the General Meeting by corporate officers, the Company Secretary and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may also, take place via forms of video or telephone conferencing. This must be done in such a way as to guarantee the Chairman’s ability to identify attendees in accordance with the procedures to be defined by the Chairman and notified to each of the above persons, in compliance with the legislation applicable to such cases, without in any event it being necessary for the Chairman, the Secretary or a Notary to be present at the same location.

Right to attend General Meetings and the exercise of voting rights

Only those persons may attend and vote at General Meeting, solely through the Appointed Representative, 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 on20 May 2020, 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 of the 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 26 May 2020, 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, solely through the Appointed Representative, 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.

Representation at the Meeting - Proxies to the Appointed Representative

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, attendance at the General Meeting may only take place by granting a proxy to the Appointed Representative designated by the Company (i.e. Computershare SpA, with registered office in Via Mascheroni 19, Milan ) alternatively pursuant to:

  1. art. 135-undecies of the CFA by means of the “Proxy Form for the Appointed Representative” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art. 135-undecies of the CFA” or
  2. art. 135-novies of the CFA by means of the “Ordinary form for proxy/sub-proxy” according to the modalities set out in the section of this website denominated “Appointment of the Appointed Representative pursuant to art.135-novies of the CFA”.
Appointment of the Appointed Representative pursuant to art. 135-undecies of Consolidated Financial Act

The proxy form appointing the Appointed Representative must include voting instructions on any and all agenda items and is effective solely with respect to motions for which voting instructions have been given.

The shares for which the proxy is granted to the Appointed Representative, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. With regard to motion for which no voting instructions have been given, shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

Granting the proxy to the Appointed Representative does not involve any expense for the member, except for those of eventual shipment of the proxy itself.

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.

Proxy forms, duly filled in and signed, must be received by the end of the second stock exchange trading day preceding the date set for the General Meeting (i.e. 12 midnight on 27 May 2020).

The proxy forms can be conferred to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.

Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=382290435

The proxy form for the Appointed Representative is also available, in a downloadable and printable version, in this section of the Company's website.

Proxy Form to Appointed Representative [ PDF]

Alternatively to the above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving the powers of signature, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES): the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.it. In this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.
  4. Via FAX at the number: + 39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.

Appointment of the Appointed Representative pursuant to art. 135-novies of Consolidated Financial Act .

Pursuant to art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, persons entitled to vote at General Meeting may appoint the Appointed Representative to act as their proxy and/or sub-proxy pursuant to art. 135-novies of the CFA.

The proxy and/or sub-proxy must be granted in writing or by means of an electronic document signed in electronic form pursuant to Legislative Decree no. 82 of 7 March 2005.

The proxy and/or sub-proxy granted to the Appointed Representative Computershare S.p.A. may contain voting instructions on all or some of the motions relating to the matters on the agenda, it being understood that the Appointed Representative will not express any vote at the Shareholders' Meeting in relation to those motions for which he has not received precise voting instructions.

It should be noted that, pursuant to Article 135-novies of the CFA, the proxy may provide for the right of the appointee to be replaced by a person of his/her choice, without prejudice to the right of the represented person to indicate one or more substitutes. In any case, no substitutes other than the Appointed Representative, Computershare S.p.A., may be indicated.

Furthermore, taking into account that attendance at the Shareholders' Meeting is permitted exclusively through the Appointed Representative Computershare S.p.A., in the event that the proxy is not directly conferred to the latter, the appointee must necessarily grant a sub-proxy to the Appointed Representative Computershare S.p.A.

The proxy/sub-proxy it can be conferred by means of this form Proxy Form [PDF].

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 form with the voting instructions, together with an identity document and any documentation proving the powers of signature, if the represented person is legal entitty, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: if the delegating party (also a legal entity) hold a PEC box, it can send a copy of the electronically reproduced proxy to atlantia@pecserviziotitoli.it (PDF format);
  2. Advanced Electronic, Qualified or Digital Signature holders (AES): the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to atlantia@pecserviziotitoli.it.;
  3. Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to atlantia@pecserviziotitoli.it. In this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A. via Monte Giberto, 33 - 00138 Rome.
  4. Via FAX at the number: +39 06 45417450.

The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.

In the event a sub-proxy is granted to the Appointed Representative, the sub-delegating party must also send the latter, in the manner described above, a copy of the proxy received and the declaration certifying the conformity of the copy to the original document and the identity of the delegating party.

In order to enable Atlantia S.p.A. and the Appointed Representative Computershare S.p.A. to receive and verify proxies and/or sub-proxies before the meeting, it is recommended that the persons entitled submit their proxies and/or sub-proxy no later than 28 May 2020 at 12.00 noon.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the beginning of the meeting by sending an email to atlantia@pecserviziotitoli.it.

For information regarding the ordinary proxy granted to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours : 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.

Right to ask questions

Pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), the persons entitled to vote in the General Meeting, may ask questions on the matters on the agenda before the General Meeting.

Questions must be received by no later than the record date, being 20 May 2020 (by midnight).

Only questions strictly relating to agenda items will be accepted.

Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary.

If the asker of the question has requested their intermediary to provide proof of their right to attend the General Meeting, it will be sufficient to accompany the question with the details of this notification from the intermediary.

The question shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 o by means of the present Form.

Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 27 May 2020 at the latest, with replies posted on this section of the Company’s website under “Question and answer before the General Meeting”.

The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" page on the Company's website.

Question and answer before the general meeting 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 9 May 2020, 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 on the new matters to be dealt with or the reasons for further proposed resolutions on matters already on the agenda.

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 06-45417450 or to the certified e-mail address atlantia@pecserviziotitoli.it

No agenda items may be added with respect to matters for which the General Meeting is required by the law to resolve on the recommendation, proposal or report of the Board of Directors.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the supplemented Agenda, with the above additions, and the relevant report accompanied by observations from the Board of Directors, as the case may be, 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.

Proposed motions to the General Meeting individually submitted pursuant to art. 126-bis, paragraph 1, third sub-paragraph, of the CFA

In consideration of the fact that attendance at the General Meeting may only take place through the Appointed Representative, any holders of the right to attend the General Meeting who intend to submit motions regarding agenda items – pursuant to the penultimate sub-paragraph of paragraph 1 of art. 126-bis of the CFA – are invited to do so in advance, and no later than 14 May 2020 to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450.

These proposed motions will be published in this section of the Company’s website by 19 May 2020, to enable the holders of voting rights to express an informed opinion, taking into account such new proposals, and to allow the Appointed Representative to gather any voting instructions regarding such motions. Applicants must provide appropriate proof of their right to attend the General Meeting and of the proxy issued to the Appointed Representative in order to attend the General Meeting.

For the purposes of the related publication, and with regard to the correct conduct of the General Meeting, the Company reserves the right to assess the pertinence of proposed motions with respect to agenda items, the completeness of such motions, their compliance with the applicable law and the right of applicants to submit such proposals.

In the case of proposed motions on agenda items representing an alternative to those proposed by the Board of Directors, the motion proposed by the Board will be the first to be put to the vote (unless it is withdrawn) and, only if this proposal is rejected, will the motion proposed by shareholders be put to the vote. These proposals, including when there is no proposal from the Board, will be put to the General Meeting starting from the proposal submitted by shareholders representing a majority of the issued capital. Only if this proposal is rejected will the proposal submitted by shareholders representing the next largest interest in the Company be put to the vote.

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 7,772,693).

INFORMATION POLICY PURSUANT TO ARTICLES 13 AND 14 OF (EU) REGULATION 679/2016 AS AMENDED AND SUPPLEMENTED (THE “GDPR”), AND THE ITALIAN AND EUROPEAN LAWS THAT INTEGRATE IT AS AMENDED AND SUPPLEMENTED (“PRIVACY APPLICABLE LAW”).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as data controller pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.

Personal data and purposes of the processing

The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General Meeting fulfilling and, in particular, for the following purposes:

  • updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
  • updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
  • registration for the attendance, also by proxy, at the General Meeting and to other corporate events, registration and recording of votes, statistics for the check of the shareholding base of the Company or participation in the Shareholders’ Meetings and other corporate events;
  • fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder;
  • enforcing or defending a right in court or in a preliminary phase to the judgment;

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since personal data are necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia, in its capacity as controller, is bound.

Processing arrangements and record-keeping duration

The processing of personal data is carried out manually (minutes) and/or by automated means (audio tracks and electronic documents) and, in any case, in compliance with the applicable laws. with the implementation of adequate technical and organizational measures in accordance with the provisions of Article 32 of the GDPR. The processing is carried out by specially trained and authorized parties, in compliance with the provisions of Article 29 of the GDPR. In any case, its logical and physical security and confidentiality will be guaranteed.

The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed.

In compliance with the principles of lawfulness, limitation of purposes and minimization of data, pursuant to Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder and for the time strictly necessary for the fulfilment of the related obligations and, in any case, according to the prescribed terms provided for the exercise of the rights deriving from the company relationship.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing, to:

  • public administration bodies in compliance with legal obligations;
  • the judicial authority;
  • companies entrusted with managing the Shareholders’ Ledger of Atlantia S.p.a;
  • companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting. Limited to this purpose and in compliance with the obligations inherent in the representation in the General Meeting and the expression of the vote of the person represented in compliance with the instructions given by the same, the Appointed Representative acts as an independent data controller;
  • companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.

These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Article 28 of the GDPR.

Disclosure of personal data

Some of your personal data may be disclosed to the financial market, to the extent that such disclosure is strictly necessary and in compliance with the applicable laws and CONSOB regulations.

Transfer of data to a foreign country

Except for any specific necessities which will be agreed from time to time, your personal data are not transferred to any foreign country.

Rights of the data subject

Atlantia – for lawful and grounded reasons and consistently with existing legal and contractual obligations – acknowledges your power to exercise the rights set forth under articles 15-22 of the Regulation (i.e. right of access to personal data, rectification and erasure of such data, restriction of processing, personal data portability, objection).

Furthermore, in the manner and within the limits provided for by the applicable laws, you have the right to lodge a complaint with the Authority for the protection of personal data pursuant to article 77 of the Regulation.

Your rights may be exercised sending an email to dpo@atlantia.it or by post, writing to the attention of the Data Protection Officer, to the following address: via A. Bergamini, 50, 00159 Roma.

Controller

The controller is Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome and operating branch in via A. Bergamini, 50, 00159 Rome.

Data Protection Officer

Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed as Data Protection Officer the manager pro tempore of the Group Compliance and Security Department, professionally residing at the operating branch in via A. Bergamini, 50, 00159 Rome.

Processor

The controller has designated more than one person responsible for the processing of personal data. The list of data processors, pursuant to art. 28 of the GDPR, is available to interested parties upon request to be sent by e-mail to dpo@Atlantia.it.