Ordinary General Meeting, 21 April 2017 (on single call)

Minutes of the Annual General Meeting dated 21 April 2017:

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

 

Summary results of voting:

Summary results of voting on agenda items (PDF)

 

Notice of Annual General Meeting

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 daily newspaper MF on March 21, 2017 (PDF)

Notice of call of the Ordinary General Meeting 21 April 2017 (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 21 April 2017, on single call, to resolve on the following

Agenda

Receive on your e-mail information regarding the upcoming AGM
  1. Financial statements for the year ended 31 December 2016. 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 2016. Related and consequent resolutions.

    2016 Annual report (PDF)
    Report on Corporate Governance and Ownership Structure (PDF)

  2. 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 all or part of the unused portion of the authority granted by the General Meeting of 21 April 2016. Related and consequent resolutions.
    Directors’ report (PDF)

  3. Approval of long-term incentive plans based on financial instruments in favour of employees and executive directors of the Company and the companies directly or indirectly controlled by the Company. Related and consequent resolutions.
    Directors’ report (PDF)
    Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 2017 "2017 Stock Grant Phantom Plan" (PDF)
    Information Memorandum ex art. 84-bis, CONSOB resolution 11971/1999 2017 "2017 Stock Option Phantom Plan" (PDF)

  4. Election of a member of the Board of Directors. Related and resulting resolutions.
    Directors’ report (PDF)

  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)

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 Ordinary General Meeting (22 March 2017), it will be published:

  • the BoD Report on item 3 (Approval of long-term incentive plans based on financial instruments in favour of employees and executive directors of the Company and the companies directly or indirectly controlled by the Company. Related and consequent resolutions) together with the relevant information memoranda drawn up pursuant to art. 84-bis Consob Regulation no.11971/1999.
  • the BoD Report on item 4) of the agenda (Election of a member of the Board of Directors. Related and resulting resolutions).
 

- by 31 March 2017, it will be published:

  • the documentation on item 1) of the agenda (“Financial statements for the year ended 31 December 2016. 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 2016. Related and consequent resolutions”);
  • the BoD Report on item 2) 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 all or part of the unused portion of the authority granted by the General Meeting of 21 April 2016. Related and consequent resolutions”);
  • 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”);

 

Right to attend General Meeting and exercise 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 10 April 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 18 April 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 (within the meaning of Article 135-undecies of the Consolidated Finance 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 19 April 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/index.aspx?nos=3306171960, which will be made available starting from 31 March 2017 (publication date of the slates of candidates for election to the Board of Directors will).

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 19 April 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. 18 April 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.

The response will be deemed to have been given during the shareholders meeting, when provided in hard-copy format and made available to everyone entitled to vote at the start of the 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 31 March 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 9.138.071).

Information Notice on Privacy pursuant to Legislative Decree No. 196 of 30 June 2003

Atlantia S.p.A., with registered office in Rome, via A. Nibby 20 (“Owner of the Processing Data”) hereby informs you that the personal data provided will only be processed for the purposes from time to time required, as indicated in this section of the internet website in relation to the General Meeting.

The conferment of personal data and their processing is required for the purposes indicated in this section of the internet website. The failure to confer the aforementioned personal data may imply the impossibility of following up any requests made from time to time. The processing of personal data for the above purposes is carried out manually and/or using automatic tools, but always in compliance with the laws in force on the matter.

The Owner of the Processing Data is expressly authorised to communicate the personal data to Computershare S.p.A. in order to correctly follow up the exercise of the rights provided in this section of the internet website, in relation to the General Meeting.

The person responsible for data processing is Avv. Michelangelo Damasco, domiciled in Via Alberto Bergamini 50, Rome, who may at any time be requested to access the details and to exercise the other rights provided by art. 7 of Legislative Decree 196/03.