Ordinary General Meeting, 21 April 2016 (on single call)

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 2016 , 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 2016 , 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 19 April 2016, 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=3848778089 , which will be made available starting from 31 March 2016 (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 2016 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 0,5% 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.

The outgoing Board of Directors does not intend to exercise the option of presenting its own slate of candidates for election to the Board of Directors.

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 /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.
• 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 slate 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.html );
• 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 31 March 2016 , 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 shall be elected in the following manner:

a) 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;

b) 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;

c) 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.

d) 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 27 March 2016, to be extended to 29 March 2016 , 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 31 March 2016 at its registered office, on the present section of the website and on the storage platform called 1Info (www.1Info.it ).

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 2016).

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.

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.

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 2016, 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 2.401.753).

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.