Ordinary General Meeting, 18 April 2019

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 (8 March 2019), it is published:

• the BoD Report on item 4 (Appointment of the Board of Directors and determination of relevant remuneration: a) Determination of the number of members of the Board of Directors; b) Appointment of Directors for years 2019-2021; c) Appointment of the Chairman of the Board of Directors; d)Determination of the remuneration to be paid to members of the Board of Directors).
  Published on 8 march 2019.

by 19 March 2019, it will be published:

• the BoD Report on item 2 (Proposal to supplement the considerations paid for the Independent Auditors’ engagement for years 2018-2020. Related and consequent resolutions).
  Published on 13 march 2019 (ita version) and on 20 march (eng version).

by 28 March 2019, it will be published:

• the documentation on item 1) of the agenda (“Financial statements of Atlantia S.p.A. for the year ended on 31 December 2018. Reports of the Board of Directors, the Board of Statutory Auditors, and the Independent Auditors. Allocation of net profits and distribution of available reserves. Submission of consolidated financial statements for the year ended on 31 December 2018. Related and consequent resolutions.”);
• the 2018 Integrated Report and Consolidated Non Financial Information Disclosure pursuant to D. Lgs. 254/2016, together with the relevant certification of the External Auditor in accordance with the provisions under Legislative Decree no. 254 dated December 30, 2016 and the relevant implementing Regulation adopted by Consob through the Resolution no. 20267 of January 18, 2018. It’s noted that such document, containing information relating to environmental, social, employee, respect for human rights, anti-corruption and bribery matters is submitted to the Shareholders’ Meeting only for informational purposes, not being it subject to the Shareholders’ Meeting approval since it falls within the competence of the Board of Directors.
• the BoD Report on item 3) of the agenda (“Authorisation, in accordance with and for the purposes of articles 2357 et seq. Of the Italian Civil Code, 132 of the Legislative Decree no. 58 dated 24 February 1998 (the “Consolidated Finance Act”), and 144-bis of the CONSOB Regulation adopted with resolution no. 11971/1999 (as subsequently amended) to purchase and sell treasury shares, subject to the prior revocation of the authorisation granted by the Ordinary General Meeting of 20 April 2018. Related and consequent resolutions”);
• the slates of lists of candidates for the office of Director and Chairman of the Board of Directors submitted by the Shareholders within 25 March 2019.
  Published on 26 march 2019.
• 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”);

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 9 April 2019, 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 15 April 2019, 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.

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.

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 16 April 2019, 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=00018042019 (which will be made available starting from the publication date of  the slates of candidates for election to the Board of Directors).

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 16 April 2019 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).

Pursuant to laws and regulations in force and art. 20 of the Articles of Association, election of the members of the Board of Directors shall take place on the basis of slates 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 1% of the issued capital.

Each Shareholders has the right, singly or jointly with other Shareholders, to submit one slate only, and any candidate included in more than one slate shall be disqualified.

It’s noted that the exiting Board of Directors – albeit not intending to exercise the option of submitting its own list of candidates – has nonetheless issued, after a consultation with the Nominations’ Committee, its Guidance for Shareholders on the composition and size of the next Board of Directors, in accordance with article 1.6 of the Company’s Corporate Governance Code. Such Guidance is attached to the Board’s Report on item 4) and it’s available on the Company’s website (https://www.atlantia.it/en/corporate-governance/guidance_re-election_bod).

Preparation of the slates

• Each slate may contain no more than fifteen candidates, who  must be assigned a sequential number.
• Each slate must include at least two candidates who meet the independence requirements established by law and by the Company’s Corporate Governance Code (published on the Company’s website at http://www.atlantia.it/en/corporate-governance/articles-codes-procedures.html) and one of these must be entered in first place on the slate. More specifically, given that in Article 2.2 of the Company’s Corporate Governance Code the Company has implemented the independent directors’ principle provided under the Corporate Governance Code for listed companies, it is necessary that each slate comply with the need to contain an adequate number of independent Directors, in order to ensure that at least a third of the members of the Board of Directors are independents. Moreover, it’s noted that the exiting Board of Directors – in its above mentioned Guidance for Shareholders – pointed out that a composition of the new Board of Directors which can be regarded as adequate in relation to the purposes indicated in the Guidance itself implies a presence of independent directors – pursuant to the Consolidated Finance Act and Company’s Corporate Governance Code – equal to at least 8 members (out of 15).
• Slates containing a number of candidates equal to or higher than three must also indicate at least a third of the candidates belonging to the least represented gender in application of Law 120 of 12 July 2011.

Each list must be accompanied by:

• exhaustive information regarding candidates’ personal and professional details;
• declarations of the individual candidates accepting their candidature and providing a personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office, and that, where applicable, they meet the independence requirements established by the laws and regulations in force and/or by art. 3.1 of Atlantia’s Corporate Governance Code (published on the Company’s website http://www.atlantia.it/en/corporate-governance/articles-codes-procedures);
• an indication of the identities of the Shareholders who have submitted the slates and their total percentage shareholding.

Each Shareholder proposing a slate must submit or mail a certificate, issued by the intermediaries in accordance with the law and regulations in force, to the registered office of the Company by 28 March 2019, attesting to their holding of the minimum percentage shareholding required in order to submit lists. The ownership of the minimum percentage of the share capital of the Company required to submit the slates is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company

In addition, in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, minority slates must be accompanied by a declaration certifying the absence of any association, indirect or otherwise, as defined by art. 147-ter, paragraph 3 of the CFA and art. 144-quinquies of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, as defined by the regulations in force; the declaration must also specify any existing relations, where significant, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, where identifiable, 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.

Any slate that do not comply with the above requirements will be considered to have not been submitted.

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

1. for the purposes of allocation of the Directors to be elected, account is not taken of slates that do not obtain a percentage of votes at least equal to half of the percentage required for submission of the lists;
2. four fifths of the Directors to be elected shall be taken in sequential order from the slate receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the applicable laws concerning gender quotas. Any fractions shall be rounded down to the nearest whole number;
3. the other Directors shall be taken from the other slates that are not in any manner connected, even indirectly, with the shareholders who submitted or voted for the slate that obtained the most votes. For this purpose, the votes cast for those other slates shall be successively divided by one, two, three up to the number of Directors to be elected. The resultant quotients shall be allocated to the candidates on each slate who shall then be ranked in decreasing order by the total quotients allocated to them: the candidates elected shall be those with the highest quotients, provided that the required balance between the gender quotas has been complied with.
4. if, following the vote and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates which would result to be in the various slates shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described in letter c). The candidate in such ranking list from the most represented gender having 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 slate. If there are no other candidates in this slate, 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 there are candidates with equal quotients, that candidate on the slate from which no Director has already been elected or with the lowest number of Directors elected, shall be elected, provided that the applicable laws concerning the balance between gender quotas have been complied with. In the event of a tie of list votes, and, therefore, equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected.

If only one slate is submitted, or if no slates are submitted, or if, for any reason, it is not possible to appoint one or more Directors in accordance with this article, the General Meeting shall decide with the majority required by law, ensuring in any event that the necessary number of Directors meet the independence requirements established by law and that the applicable laws concerning the balance between gender quotas have been complied with.

Submission of the slates

The slates submitted by Shareholders, together with information enabling identification of the persons depositing the slates and the further documentation required by the laws and regulations in force, must be filed by 24 March 2019, to be extended to 25 March 2019, which is the first following working day, at the registered office of the Company, or sent by certified electronic mail to atlantia@pecserviziotitoli.it.

Publication of the slates

The Company will make the slates available to the public by 28 March 2019 at its registered office, on the present section of the Company’s website and on the storage platform called 1Info (www.1Info.it).

Information to be provided to the data subject under article 13 of the Regulation (EU) 2016/679 (“GDPR”)

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as controller, would like to inform you, under articles 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”), that the personal data provided by you – through the Shareholders who will submit the lists pursuant to the means set out by the applicable laws - will be processed for the requirements connected with your candidature as member of the Company’s Board of Directors for financial years 2019-2020-2021.

Data and purposes of the processing

The personal data to be processed will be your first name, surname, Tax Code, as well as the data contained in your CV and they will be used for the purposes relating to the inclusion in the list that, in accordance with applicable laws and regulations, will be put to the vote at the ordinary Shareholders’ General Meeting.

Under article 6, paragraph 1, letters b) and c) of the Regulation, your consent is not required since the above mentioned personal data are necessary for executing contractual and pre-contractual measures, as well as legal obligations to which Atlantia is bound. Therefore, refusing to provide such data, albeit voluntary, implies that the controller would not be able to execute the contractual relationship which you are party to and meet the above mentioned legal obligations.

Processing arrangements and record-keeping

Your data will be processed both in paper form and by automated means and, with reference to such means, through electronic instruments (e.g. software, hardware platforms, applications, etc.) of which the controller is owner or user; in any case, in respect of such instruments, security measures adequate for the processing for which they are used will be adopted.

We would also like to inform you that your personal data will be processed for all the period of time needed to achieve the above mentioned purposes; once achieved these purposes, such data will be retained after the termination of the contractual relationship until the applicable prescription deadline, to which further twelve months shall be added, only for purposes connected with meeting legal obligations. In the event of possible litigations or for the exercise of the right of defence before a judge, such record-keeping terms will be suspended until the definitive award of the pending litigation among the parties.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed, in the context of the above mentioned purposes and in accordance with the obligations set out by privacy law, with the view to complying with specific obligations arising from the applicable laws or specific implementing provisions, also without prejudice to the power to verify the truthfulness of such data with the competent authorities. These subjects will process your data as independent controllers.

Your data will be also communicated to Computershare S.p.A., service provider which Atlantia has engaged for carrying out activities strictly connected with the management of the Shareholders’ General Meeting and which, to this end, has been appointed as data processor.

Publication and disclosure

In accordance with the provisions under the applicable laws and regulations concerning the voting list mechanism and regulated information of listed companies, your data will be published on the Company’s website, in the section relating to the Shareholders’ General Meeting, as well as disclosed to the market through SDIR 1Info, which the Company has engaged for the disclosure and storage of regulated information.

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, who may be contacted by sending an email to dpo@atlantia.it.

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 by 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.

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. 15 April 2019).

Questions must be sent to the Company by fax to +39 06-43634260 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).

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.

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.

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 18 March 2019, 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.

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

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 7,819,488).

Atlantia S.p.A., with registered office in Via A. Nibby, 20, 00161 Rome, in its capacity as controller, would like to inform you, under article 13 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation”) that the collected personal data will be used for the management of the activities connected with or relating to the organisation and holding of the shareholders’ general meeting.

Personal data and purposes of the processing

The personal data to be processed will be your first name, surname and address and they will be used for the following purposes:

• the entry and registration for participating to the general meeting;
• the registration and verbalisation of interventions and votes by the notary public, for which Atlantia will use an audio recording system.

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.

The above mentioned data are stored and retained for the indicated purposes, within the limitations set forth under the applicable laws and, in particular, based on the provisions set forth in article 2220 of the Italian Civil Code.

Categories of third parties to whom the data may be disclosed

Your data may be disclosed with the view to complying with specific legal or regulatory obligations to audit firms, other professional firms, or sole practitioners for giving advice and assistance in corporate transactions, as well as to governmental bodies and public authorities (courts, Italian Stock Exchange, Consob, foreign authorities – if any and competent, etc.).

In addition to the employees who work in Atlantia S.p.A.’s General Counsel Department, processing of your personal data is carried out also by Computershare S.p.A., provider of support and assistance services for the general meeting and, to this end, appointed as data processor.

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 processor of personal data under article 28, paragraph 3 of the Regulation is Computershare S.p.A., which is responsible for all the processing connected with its support and assistance services for the shareholders’ general meeting.

Furthermore, Computershare S.p.A., in its capacity as Appointed Representative pursuant to article 135-undecies of the Legislative Decree no. 58/98 (“TUF”), may collect proxies for the shareholders’ meeting. Limited to this purpose and in carrying out the activities concerning the representation at the general meeting and casting of votes by the person granting the proxy in compliance with his/her instructions, Computershare S.p.A. act and is liable as independent controller, providing to you, as far as it is concerned, separate disclosure.

For further information, you may contact the Data Protection Officer by email to dpo@atlantia.it.