Annual General Meeting to be held on 23 and 24 April 2012

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 12 April 2012, being the seventh stock exchange trading day preceding the date set for the General Meeting in first 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 2012, being the close of business of the third stock exchange trading day preceding the date set for the General Meeting in first 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, regardless of call.

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.

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 (49,1 kb)

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 Servizi Titoli SpA 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.

In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Servizio Titoli 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 by 12 midnight on 19 April 2012, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting in first call.

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 or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Servizio Titoli S.p.A. in agreement with the Company.

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, Servizi Titoli 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 Servizio Titoli S.p.A. at its offices in Via Monte Giberto 29, 00138 Rome no later than 19 April 2012. 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).

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, alone or together with other Shareholders, at the date on which the lists were deposited with the Company, represent at least 1% 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.

Each holder of voting rights may vote for one list alone.

Pursuant to art. 32 of the Articles of Association, three Standing Auditors and one Alternate will be taken from the majority list, the remaining two Standing Auditors will be taken from the other lists on the basis of quotients attributed to the candidates, whilst the remaining Alternate will be taken from the minority list that obtains the highest number of votes. The Chairman of the Board of Auditors shall be the first candidate on the minority list that obtains the highest number of votes.

Preparation, deposit and publication of the lists must take place according to the terms and conditions provided for or referred to in art.32 of the Articles of Association.

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;
• the number of candidates must not exceed the number of Statutory Auditors to be elected (five Standing Auditors and two Alternates) and each candidate is to be 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, will be disqualified;
• 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 €2 million, 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.

Each list must be accompanied by:

• information on the identity of the Shareholders who have submitted the lists and their total percentage shareholding, together with certificates attesting to their ownership of the related shares;
• exhaustive information regarding candidates’ personal and professional details;
• 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;
• a declaration from Shareholders other than those who, alone or together with other Shareholders, hold a controlling or relative majority interest, certifying the absence of any association - as defined by the CONSOB pursuant to art. 144-quinques of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999 – with such Shareholders; in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, the declaration must also specify any existing relations, where significant, with Shareholders that hold, either alone or together with other Shareholders, a controlling or relative majority interest, where identifiable based on reports of significant interests as defined by art. 120 of the CFA or on published announcements of shareholder agreements pursuant to art. 122 of the CFA, and the reasons for which these relations are not considered as determining the existence of the above association, or an indication of the absence of any such relations. In particular, the declaration must at least include the relations, where significant, listed in the above CONSOB Ruling (available at www.consob.it).

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

Deposit of the lists

The lists submitted by Shareholders, together with information enabling identification of the persons depositing the lists and the further documentation required by the laws and regulations in force, must be deposited by 29 March 2012,

If, by 29 March 2012, 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, Shareholders with the right to submit lists may, until 1 April 2012, deposit further lists at the registered office. In this case, the minimum shareholding required to qualify for the right to submit lists is reduced by half.

The lists must be deposited as follows:

• delivery of the related documentation to the offices of Atlantia S.p.A. at via A. Nibby 20, Rome, or
• by sending the documentation to the certified e-mail address atlantia@pecserviziotitoli.it

Publication of the lists

The Company will make the lists available to the public by 2 April 2012 at the registered office, at Borsa Italiana S.p.A. and on the Company’s website.

Shareholders may, pursuant to art. 127-ter of Legislative Decree 58/98 (the CFA), ask questions on agenda items also before the General Meeting.

Questions must be sent to the Company by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it

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). Those who provide proof of entitlement by 12 April 2012 (the Record Date) will have the right to receive an answer. For this purpose the shareholder must provide, either together with or after sending their question and via the same means as above, a certificate issued by the intermediary, attesting to ownership of their shares and valid at the above date. If the shareholder has requested their intermediary to notify the Company of their right to attend the General Meeting, it will be sufficient to include a reference to this notification, if received from the intermediary, in the request or at least provide the name of the intermediary.

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.

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 24 March 2012, apply for the addition of agenda items, indicating the subject matter in the application and sending a report on the matter in hand. Applications must be made in writing accompanied by proof of entitlement, by fax to +39 06-43632339 or to the certified e-mail address atlantia@pecserviziotitoli.it

Applications must be accompanied by the certificate issued by the intermediary attesting to ownership of their shares and valid at the date of the application.

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, unless covered by art. 125-ter of the CFA.

No publicity expenses shall be incurred by the shareholder, as the Company will assume responsibility for publishing the new Agenda, with the additions and the report illustrating the additional matters to be discussed at the request of shareholders, and eventually accompanied by observations from the Board of Directors, by 6 April 2012, according to the same procedure for publication of the notice of the General Meeting.

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

The Company’s issued capital consists of 630.311.992 ordinary shares with a par value of € 1.00 each. Each share grants the right to one vote (excluding treasury shares, which currently total 12.652.968).

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 Servizio Titoli 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. Pietro Fratta, 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.