Ordinary General Meeting, 31 may 2021

 

 

Ordinary General Meeting, 31 May 2021 (on single call)

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)

 
COVID-19 emergency – Shareholders’ Meeting without physical attendance

Notice of Ordinary General Meeting to be held on 31 May 2021 (PDF)
Extract from the notice of call of Ordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the daily newspaper Il Sole 24 Ore on 1 may 2021 (PDF) – ITALIAN VERSION

Summary of voting results:

Summary of voting results on the sole  agenda item

 

Notice of call:

The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held in single call at the Company’s offices at Via Alberto Bergamini 50, Rome at 14:00 on 31 May 2021, in order to deliberate on the Agenda below described.

 

AGENDA

  1. Disposal of the entire stake held in Autostrade per l'Italia S.p.A. by Atlantia S.p.A. in favour of the consortium formed by CDP Equity S.p.A., the Blackstone Group International Partners LLP and Macquarie European Infrastructure Fund 6 SCSp.
    Due to the managerial nature of the of the transaction presented to the General Meeting the resolution to be adopted is a merely advisory opinion.
    Directors’ Report (PDF)

 

 

 
Scheduled publication of the Documentation Regarding the item on the Agenda

By the publication date of the notice of call (30 April 2021), the Director’s report regarding the sole item on the Agenda will be made available to the public at the Company’s offices at Via Alberto Bergamini n. 50, in this section of the Company’s website and at the officially authorized storage mechanism 1Info (www.1info.it) together with the relevant documentation to be presented to the General Meeting.

The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at atlantia@pecserviziotitoli.it.

COVID-19 emergency – Conduct of the General Meeting

In order to minimize the risks entailed by the ongoing Covid-19 medical crisis, Atlantia S.p.A. has decided to avail itself of the possibility – pursuant to Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions– to provide that participation by Shareholders to the General Meeting shall be exclusively via the Appointed Representative retained pursuant to article 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 above mentioned Law Decree, 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/or the Notary Public and the Appointed Representative, in addition to any other persons so authorised by the Chairman of the Board of Directors, may only, 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 case, without in any event it being necessary for the Chairman, the Secretary or a Notary Public to be present at the same location. 

Right to attend General Meetings and the exercise of voting right

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 on 20 May 2021, 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 made after the Record Date shall be without effect to a person's right to vote at General Meeting. Consequently, persons who are registered as having title to shares only after the Record Date shall have no right to attend or vote at the General Meeting and therefore will not be entitled to grant a proxy to the Appointed Representative. 

The notifications by the intermediary must arrive no later than 26 May 2021, being it 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 in case valid should the relevant notice be received by the Company after the above deadline but prior to 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 Article 106 of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, 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 Lorenzo 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 Computershare S.p.A. as the Appointed Representative must include voting instructions on the sole item on the Agenda and on the agenda items added by Shareholders in accordance with article 126-bis of the CFA, if any, and is effective solely with respect to items for which voting instructions have been given. 

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

Granting the proxy to the Appointed Representative does not involve any expenses for the Shareholders, except for those of the  shipment of the proxy itself, as the case may be.

For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

Proxy form, duly filled in and signed, must be received by the Company 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 2021).

Proxy form can be granted 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=740088555

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 signature powers, must be received by one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may 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 the CFA

Pursuant to Article 106, paragraph 4, of Italian Law Decree dated 17 March 2020 No. 18 converted with amendments into Law by Article 1, paragraph 1, of Law dated 24 April 2020 No. 27 and subsequent amendments and additions, 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 form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on the sole item on the Agenda and on the agenda items added by Shareholders in accordance with article 126-bis of the CFA, if any, and is effective solely with respect to items for which voting instructions have been given. 

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, in this regard, taking into account that attendance at the General 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 can be granted 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 Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.

The proxy/sub-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 entity, must be sent to Computershare S.p.A. via one of the following modalities:

  1. Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may 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-proxies no later than 30 May 2021 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 granting of ordinary proxy 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 the CFA, the persons entitled to vote in the General Meeting, may ask questions on the sole item on the agenda before the General Meeting. 

Questions must be received by no later than the record date, being it 20 May 2021 (by midnight).

Only questions strictly relating to the sole item on Agenda 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 Shareholders requested their intermediary to provide the Company with the notification concerning their right to attend the General Meeting, it will be sufficient to accompany the question with the details of such notification from the intermediary.

The questions shall be submitted by certified e-mail to atlantia@pecserviziotitoli.it or by fax to +39-06-45417450 or 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 28 May 2021 at the latest, with replies posted on this section of the Company’s website under “Questions and answers 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" section on the Company's website.

Questions and answers before the General meeting

The questions received before the General Meeting according to the deadlines indicated above will be answered by 28 May 2021 pursuant to art. 127-ter of the CFA. Questions and Answers (Italian version)

Right to add items to the Agenda of the General Meeting

Pursuant to art. 126-bis of the CFA, Shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 11 May 2021, request to supplement the items on the Agenda, by way of submitting a request indicating the further items proposed. 

Such requests must be accompanied by a report illustrating the reasons underlying the resolution proposals on the new proposed items. 

Requests shall be made in writing and accompanied by the certificate attesting the ownership of the shares issued by an authorized intermediary, in accordance with the law and regulations in force and shall 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 to resolve by the law on recommendations, proposals or report of the Board of Directors except for those set forth under Article 125-ter.

No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the Agenda as supplemented by the Shareholders, and the relevant reports on the items supplemented upon Shareholders’ request together with Board of Directors’ considerations, if any, according to the procedure provided by Article 126-bis, paragraph 2, of the CFA.

Due to the managerial nature of the transaction presented to the General Meeting the Shareholders will not have the right to propose new resolution proposals on the sole agenda item.  

This does not affect the right to submit individual resolution proposal, by 21 May 2021, on any new agenda items added at the request of shareholders in accordance with article 126-bis of the CFA. Such resolution proposals will be published by the Company by 24 May 2021.

Postal or electronic voting

Provisions has not been made for votes to be cast by post 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 no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).

Information policy pursuant to articles 13 and 14 of (EU) Regulation 679/2016 as amended and supplemented (the “GDBPR), 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 Art icle 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 a Data Protection who can be consulted at the following e-mail address dpo@Atlantia.com

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.com