Ordinary General Meeting, 23-24 April 2015

The only persons who can attend and vote at General Meetings are those who are entitled to vote in accordance with a notification sent to the Company by a person who identifies itself as an “intermediary” in accordance with applicable laws. The notification is issued by the “intermediary” in accordance with records at the close of business on 14 April 2015 , i.e. the seventh stock exchange trading day preceding the date set for the General Meeting on first call (the “Record Date ”), in compliance with Article 83-sexies of Legislative Decree 58 of 24 February 1998 (the “Consolidated Finance Act ”, or “CFA ”).
Any deposits in and withdrawals from accounts subsequent to the Record Date will have no effect on a person’s right to vote at General Meetings. Therefore, persons who are registered as having title to shares only subsequent to the Record Date will have no right to attend or vote at the General Meeting.
Notifications by the intermediary must arrive no later than 20 April 2015 , i.e. the close of business on the third stock exchange trading day preceding the date set for the General Meeting on first call. The right to attend and vote at General Meeting, however, will be valid provided that the Company receives the relevant notice no later than the start of the General Meeting of each call.
Shareholders who still hold share certificates in paper form are required to provide the intermediary these share certificates for entry into the centralised paperless share certificate system and request the issuance of the above notification.
The Chairman’s Office will be open two hours prior to the time set for the General Meeting, at the venue of the General Meeting, to verify the attendees’ identity and right to attend.

All holders of rights to vote that are entitled to attend the General Meeting can appoint a representative through a written proxy, subject to the limitations provided by the laws in force.
To do so, these holders of rights can use the following proxy form: General Proxy Form (46 kb - PDF)
Proxy holders so appointed can fax a copy of the proxy form, duly completed and signed by the holder of rights to vote directly to the Company on +39 06 45417450 or send an electronic version by certified email to atlantia@pecserviziotitoli.it , attesting under their own responsibility to the conformity of the copy with the original and to the identity of the holder of the right.
Under the laws in force, proxy holders must retain the original of the form and any voting instructions received for one year after the end of the General Meeting.

In accordance with the law, all holders of rights can appoint, through the relevant written form, Computershare S.p.A., with registered office in Via Lorenzo Mascheroni 19, Milan, to act as their proxy holder, as this company acts as the Company’s Appointed Representative in accordance with Article 135-undecies of the CFA. Persons with voting rights can grant a proxy providing voting instructions to this Appointed Representative on all or some agenda items by 21 April 2015 for the General Meeting on first call, or by 22 April 2015 for the General Meeting on second call, i.e. the close of business on the second stock exchange trading day preceding the date set for the General Meeting on first or second call.
The proxy and voting instructions can be revoked within the same terms and at the same conditions applied to their granting. For the purposes of attending the General Meeting and exercising voting rights, the granting of the above proxy does not exempt the holders of voting rights from the obligation to request that the intermediary provide evidence of their right to attend the General Meeting and exercise their voting rights, in accordance with Article 83-sexies of the CFA.
The proxy must be granted to the Appointed Representative using the following form: Proxy Form for the Appointed Representative (95 ‐ pdf) or using the specific web application that provides assistance in completing the form for a proxy with voting instructions, prepared by Computershare S.p.A. in agreement with the Company.
The proxy is not effective for items for which voting instructions have not been issued . During voting on resolutions for which no precise voting instructions have been provided, the shares relating to the proxies granted to the Appointed Representative are not taken into account when calculating the majority and the share capital percentage required for the approval of the above resolutions, despite these shares having been included in the calculation carried out for the General Meeting quorum.
In the event of unforeseen circumstances, or of changes or additions being made to the proposals submitted to the General Meeting, Computershare S.p.A., in its capacity as the Appointed Representative and also responsible for managing the accreditation and vote counting procedures at the General Meeting, even though it has no conflicts of interest, will not cast a vote that differs from the instructions received.
The original proxy form with voting instructions for the Appointed Representative, completed 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 in Rome no later than 21 April 2015 for the General Meeting on first call or 22 April 2015 for the General Meeting on second call. A copy and a declaration of its conformity to the original can be sent by the same date by fax to +39 06 45417450 or by certified email to atlantia@pecserviziotitoli.it . If for technical reasons electronic versions of the proxy forms are not available, the forms can be requested by telephoning +39 06 45417413 (opening hours: Monday to Friday, 9:00 a.m. to 1:00 p.m. and 2:00 p.m. to 6:00 p.m.).

Under the laws and regulations in force and Article 32 of the Articles of Association, the members of the Board of Statutory Auditors will be appointed based on the lists proposed by the Shareholders, who, alone or together with other Shareholders, at the date the lists were proposed to the Company represent at least 0.5% of the share capital.
No Shareholder, Shareholders belonging to the same group, or Shareholders party to a shareholders’ agreement can propose or vote for more than one list, including through a proxy holder or a trust company (“società fiduciaria”), and any candidate included in more than one list will be disqualified.

Preparation of the lists

• Each list must consist of two sections: one for candidates for the office of Standing Auditor and one for Alternate Auditors, and each section must contain the names of one or more candidates, not exceeding the number of Statutory Auditors to be appointed (five Standing Auditors and two Alternate Auditors). Each candidate is to be assigned a sequential number.
• Individuals who hold the maximum number, or more than the maximum number, of offices as director or standing auditor permitted under the applicable laws, or who do not meet the integrity, professionalism and independence requirements under the applicable laws, cannot hold the office of Auditor.
• At least two Standing Auditors and one Alternate Auditor will 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 no less than three years. Statutory Auditors who do not meet this requirement will be selected from among individuals with at least three years’ overall experience in: a) the management and control of, or the performance of administrative duties in limited liability companies with a share capital of at least EUR 2 million; b) professional activities or university teaching in law, business and finance; or c) managerial functions at government or public sector entities in the credit, finance or insurance sector.
• Under Law 120 of 12 July 2011, lists that contain, taking into account both sections, three or more candidates must include at least one fifth of the candidates belonging to the underrepresented gender (rounding up, if applicable, to the higher unit). When there are two or more candidates for the office of Alternate Auditor, they must be of different genders.

Each list must be accompanied by:

• (i) information on the identity of the Shareholders who have proposed the lists and the total percentage of their shareholdings, together with certificates confirming their title to the related shares;
• (ii) exhaustive information regarding candidates’ personal and professional characteristics;
• (iii) declarations from the individual candidates accepting their candidature, certifying under their own responsibility that there is no fact or deed which could give rise to their disqualification, and declaring that they meet the legal requirements for holding the office and comply 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 limited liability companies; and
• (iv) a declaration from the Shareholders other than those who hold, alone or together with other Shareholders, a controlling or relative majority interest, certifying that no affiliation exists - as defined by Article 144-quinquies of the CONSOB Regulation adopted with Resolution 11971 of 14 May 1999 – with these Shareholders. In making this declaration, the Shareholders are invited to take into account the recommendations in CONSOB ruling DEM/9017893 of 26 February 2009 (available at www.consob.it).

Each Shareholder which proposes lists must submit and/or deliver to the Company’s registered office, by 2 April 2015 , a certificate issued by intermediaries in accordance with the current legislation and regulations in force, providing evidence of the title to the minimum shareholding required to qualify for the right to submit lists.
Any list that does not comply with the above requirements will be considered not to have been submitted.

Submission of the lists

Lists proposed by the shareholders, together with both information enabling the persons submitting the lists to be identified and additional documentation required by the laws and regulations in force, must be submitted by 29 March 2015, to be understood as extended to 30 March 2015 , as the first subsequent working day, to the Company’s registered office or by certified email to atlantia@pecserviziotitoli.it .
If by 30 March 2015 only one list of candidates for the office of Auditor is submitted or lists are only proposed by Shareholders who are affiliated with each other, the Company shall communicate this without delay, and the persons entitled will be able to propose lists by submitting them to the registered office or by certified email to atlantia@pecserviziotitoli.it by 2 April 2015 . In this case, the minimum shareholding required to qualify for the right to propose lists will be halved.

Publication of the lists

The Company will make the lists available to the public by 2 April 2015 at the Company’s registered office, at Borsa Italiana S.p.A. and on the Company’s website at https://www.atlantia.com/en/governance/general-meeting/general-meeting-archive

The election of the members of the Board of Statutory Auditors will take place as follows :
a) Three Standing Auditors and one Alternate Auditor will be taken from the list that obtains the highest number of votes from the person with voting rights, according to the progressive order in which candidates are placed on the list and in compliance with the applicable gender balance laws in force.
b) The remaining two Standing Auditors will be taken from the other lists; for this purpose, the votes obtained from these lists will be subsequently divided by one and two. The quotients obtained in this way will be progressively assigned to the candidates of each list, in the order of this list.
The quotients assigned in this way to the candidates of the different lists will be arranged in a decreasing ranking: the two individuals who obtain the highest quotients will be elected, without prejudice to gender balance criteria.
c) If, following the votes and the above procedure, the applicable gender balance laws are not complied with, candidates who have been elected from the various lists will be arranged in one single decreasing ranking list, in compliance with the quotient system indicated under letter b). The candidate in this ranking list who belongs to the most represented gender and has the lowest quotient will therefore be replaced with the first candidate of the less represented gender who appears in the same list and has not been elected. If there are no other candidates in this list, the replacement is carried out by the General Meeting with the majorities provided by law. If the replacement of the candidate of the most represented gender who has the lowest quotient in the ranking list does not allow, however, the minimum threshold provided under the applicable gender balance laws to be reached, the above replacement procedure will be carried out with the candidate of the most represented gender who has the second to lowest quotient, and so on, starting from the end of the ranking list.
If several candidates obtain the same quotient, the General Meeting will hold a new vote, and the candidate who obtains a simple majority of votes will be elected, without prejudice to the applicable gender balance laws.
The Chairman of the Board of Auditors will be the candidate listed first on the minority list that obtains the highest number of votes.
The remaining Alternate Auditor will be taken from the list that obtains the highest number of votes out of the lists proposed and that is voted for by Shareholders not affiliated with the majority Shareholders in accordance with law provisions.
d) Any Statutory Auditors not appointed using voting lists, will be appointed by a General Meeting resolution approved with the majority required by law in compliance with the applicable gender balance laws.

In accordance with Article 127-ter of the CFA, all holders of voting rights can submit questions on agenda items also prior to the General Meeting and up to three days prior to the General Meeting held on first call.

Questions must be sent to the Company by fax to +39 06 43632339, by email to the certified email address atlantia@pecserviziotitoli.it

All persons asking questions must provide details of their identity (i.e. surname and name, if a person, or business name, if an entity or company, place and date of birth and tax code).

The Company can provide a collective answer to questions on the same subject. Answers will be provided, having verified their pertinence and the questioner’s right to ask questions, no later than during the General Meeting.

The Company is not required, however, to respond to questions which can be found in the “Questions and Answers” section on the Company’s website.

In accordance with Article 126-bis of the CFA, Shareholders, whether separately or collectively, representing one fortieth of the share capital can ask, by 24 March 2015 , to add items to the agenda by indicating the subject matter in their request, or can submit resolution proposals regarding matters already on the agenda.

These requests must be accompanied by a report explaining the reasons for the above proposal of new agenda items or the reasons for submitting resolution proposals regarding matters already on the agenda. Requests must be submitted in writing accompanied by certificate confirming title to the shareholding by fax to +39 06 43632339 or by email to the certified email address atlantia@pecserviziotitoli.it .

All holders of voting rights are entitled to individually submit resolution proposals on items already on the agenda during the General Meeting.

No agenda items can be added concerning matters for which the General Meeting is required by law to resolve on, based on a proposal, project or report prepared by the Board of Directors, other than those listed under Article 125-ter of the CFA.

The Shareholders are not to incur any publicity expenses, as the Company will assume responsibility for making the new agenda available to the public, with the above additions, and the relevant report accompanied by any remarks from the Board of Directors, within the same terms and at the same conditions provided under Article 125-ter of the CFA concerning the publication of the notice of the General Meeting.

No provision has been made for votes to be cast by post or electronically.

The Company’s share capital consists of 825,783,990 ordinary shares with a par value of EUR 1.00 each. Each share grants the right to one vote (excluding treasury shares, the current total of which is 2,854,664).

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

The provision of personal data and its processing is required for the purposes indicated in this section of the website. Not providing this data could prevent the Company from being able to process any requests submitted from time to time. Personal data are processed for the above purposes manually and/or using automated tools, but always in compliance with the applicable laws in force.

The Data Controller is expressly authorised to disclose/ personal data to Computershare S.p.A. to correctly exercise the rights referred to in this section of the website in relation to the General Meeting.

The Data Processor is Mr. Michelangelo Damasco, domiciled in Via Alberto Bergamini, 50 in Rome, who can be requested at any time to access your data and to exercise the other rights provided under Article 7 of Legislative Decree 196/03.