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 lists 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 (by virtue of the combined provisions of Consob director resolution no. 60 of 28 January 2022, and article 20 of the Articles of Association).
Each Shareholders has the right, singly or jointly with other Shareholders, to submit one list only, and any candidate included in more than one slate shall be disqualified.
It’s noted that the outgoing Board of Directors in compliance with the provisions of Borsa Italiana Corporate Governance Code adopted by the Company (the “Code”), with the favorable opinion of the Nomination, Remuneration and Human Capital Committee, approved its Guidelines to the Shareholders on the qualitative and quantitative composition of the new Board of Directors deemed optimal (the “Guidelines”). The Board invites the Shareholders, in the drafting of their list, to take into account the indication provided in the abovementioned Guidelines attached to the Board of Directors Report on Item 2 on the Agenda and already published on 20 January 2022 in the governance section of the Company’s website (https://www.atlantia.com/en/governance).
Preparation of the lists
• Each list may contain no more than fifteen candidates, who must be assigned a sequential number;
• pursuant to article 20 of the Articles of Association, each list must include candidates meeting the independence requirements provided by law. In such regard, please note that in the Guidelines the outgoing Board of Directors highlighted the importance to guarantee the presence of an adequate number of independent Directors (at least the half of the Board, as provided by the Code for Large Companies and by art. 5 of the BoD Term of Reference, available on the Company’s website in the governance section);
• Lists containing three or more candidates must also ensure that at least two fifths of the candidates belong to the least represented gender, in compliance with article 20 of the Articles of Association (the number of candidates belonging to the least represented gender is rounded up, except for lists containing three candidates whereby such number is rounded down).
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 (also for the purposes of the enrollment of the controlled company Telepass S.p.A. in the register of the electronic money institution), and that, where applicable, they meet the independence requirements established by the laws and regulations in force;
• an indication of the identities of the Shareholders who have submitted the lists and their total percentage shareholding.
Any list that does not comply with the above requirements will be considered as not submitted.
In addition to the above, the Shareholders which submit their list of candidates are invited to provide the necessary information concerning any capacity of the candidates to be qualified as independent based on Recommendation no. 7 of the Code as implemented and supplemented by article 5 of the Board Regulation.
The Board, in compliance with Recommendation 23 of the Code, also invites the Shareholders which submit a list containing at least a number of candidates equal to half the members of the new Board to provide adequate information in the documentation submitted together with the list concerning the compliance of the list with the Guidance.
Furthermore, in compliance with the provisions of Consob Ruling DEM/9017893 of 26 February 2009, minority lists must be accompanied by a declaration certifying the absence of any association, also indirect, as defined by Article 147-ter, paragraph 3 of the CFA and Article 144-quinquies of the Regulations adopted with Consob Resolution 11971 of May 14, 1999, with Shareholders that hold, either individually or jointly, a controlling or relative majority interest, pursuant to applicable law. The declaration must also specify any existing relations, where significant, with Shareholders that hold, either individually or jointly, a controlling or relative majority interest, where identifiable, and the reasons why these relations are not considered to determine the existence of the above association, or an indication that no such relations exist.
Submission of the lists
The lists submitted by Shareholders, together with information enabling identification of the persons depositing the list and any further documentation required by the laws and regulations in force, must be filed at the lates on 4 April 2022 at the registered office of the Company, or sent by certified electronic mail to firstname.lastname@example.org.
Within the deadline for the publication of lists (8 April 2022) each Shareholder must file with and/or deliver to the Company a certificate issued by intermediaries in accordance with the law and regulations in force, attesting that the Shareholder holds the minimum percentage shareholding required to submit lists. The ownership of such shareholding shall be determined with reference to the shares registered in favor of the Shareholder on the day the lists are filed with the Company.
Information pursuant to articles 13 and subsequent of the Regulation (EU) 2016/679 in relation to the candidature as member of the company bodies of Atlantia
Atlantia S.p.A., with registered office in Piazza di S. Silvestro n.8, 00187, Rome, in its capacity as Controller, wished to informs you, under article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation” or “GDPR”) - of the processing of data for the purposes of the candidacy as a member of the Company's corporate bodies (e.g. Board of Directors, Board of Statutory Auditors, etc.).
Personal data and purposes of the processing
The personal data subject to processing consists of personal and contact data (e.g. name, surname, tax code, address, e-mail, telephone, etc.), information relating to the professional career in the curriculum vitae (e.g. educational qualifications, professional experience, etc.), as well as further data necessary to manage you candidature In this context, Judicial data may be processed in compliance with laws or regulations.
The above information is processed - through the inclusion in the list, pursuant to the laws and regulations in force, will be subject to a vote by the Ordinary Shareholders' Meeting of the Company –for the following purposed:
assessment and verification of aptitudes and professional skills of the candidate;
assessment of requisites of professionality, independence and honorableness as well as the absence of causes of ineligibility, incompatibility and disqualification set out by the legislation in force;
administrative, corporate and General Meeting formalities related to the appointment as a member of the Company's corporate bodies (Board of Directors, Board of Statutory Auditors, etc.) including the relevant publications;
completion of extraordinary transaction (by way of example merger, transfer of going concern etc.) based on the legitimate interest of the Controller;
fulfil further obligations provided for by laws and regulations in force
In compliance with the principle of minimization, the Data Controller collects only data that are adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed. It is therefore requested to not include in the curriculum vitae any confidential information that is not necessary or additional to the purposes indicated above.
Under article 6, paragraph 1, letters b) and c) of the Regulation processing personal data is necessary for executing contractual and pre-contractual measures, as well as necessary for meeting a legal obligation to which Atlantia is bound. Failure to provide the data would cause the disqualification of the candidate from the appointment process and make it impossible for the Controller to execute the contractual relationship and to fulfil the aforementioned legal obligations.
The data will be processed both by paper and electronic means and, with reference to the latter, by means of IT tools (e.g. software, hardware platforms, applications, etc.) owned by or licensed to the Controller, ensuring in any case that such tools are equipped with adequate security measures with respect to the processing for which they are used.
Personal data shall be retained for the entire duration of the relationship with the Controller and for a period of 10 years as a precautionary measure in relation to the statute of limitations under civil law, plus a further 12 months, exclusively for purposes related to the performance of legal obligations or the defense of Atlantia's rights in court. In the event of any litigation, the above retention periods shall be suspended until the controversy will be finally settled.
Comunication of personal data
Data may be communicated, in order to comply with legal obligations, to auditing firms professional offices or freelancers for the performance of consultancy and assistance in corporate operations as well as to governing bodies and public Authorities (Courts, Consob, foreign authorities etc.).
Data will be communicated to Computershare S.p.A., Altantia’s provider of services strictly connected to the General Meeting. Computershare S.p.A. is therefore appointed as Responsible of the processing.
Disclosure and publication of personal data
The data may be disclosed with the view to complying with specific legal or regulatory obligations, obligations deriving from EU legislation as well as under order issued by competent Authorities or by supervisory or control bodies. In particular, some of the candidate’s 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.
According to the law and regulation applicable to listed companies, your data may be disclosed in the framework of the information concerning the Company’s corporate body published on the letter website and/or published on the SDIR mechanism 1Info, used by the Company to disclose and storage regulated information.
Transfer of data to a foreign country
Personal data are not transferred to any third party located in countries not belonging to the European Economic Space or in case not subject to the GDPR.
In case it would be necessary to transfer your data to third parties located outside the European Economic Space for specific purposes, such transfer will take place only if the EU Commissions has confirmed ad adequate level of protection of the data in such third country (EU Commissions decision on adequacy) or where adequate warranties of protection exist (by way of example EU standard contractual clauses for the date transfer to Third countries).
Rights of the data subject
For lawful and grounded reasons interested persons - consistently with existing legal and contractual obligations applicable to the Controller – have power to exercise the rights set forth under articles 15-22 of the Regulation.
In particular, according to applicable laws, the interested person has the right to:
• request the updating, rectification, integration, cancellation, transformation into anonymous form, blocking of data processed in violation of the law, including data no longer necessary to achieve the purposes for which they were collected;
• receive information on the logic, methods and purposes of the processing;
• receive the data in a structured, commonly used and machine-readable format;
• revoke the consent given to the processing of your data at any time and to object, in whole or in part, to the use of the data;
• lodge a complaint with the Authority, as well as to exercise the other rights recognised to you by current legislation.
The Data Controller reserves the right to assess the applicability, with respect to the processing of personal data concerning you, of one or more of the rights mentioned above.
The above mentioned rights may be exercised by sending an email to email@example.com or by post, writing to the attention of the Data Protection Officer, to the following address: Piazza di S. Silvestro n.8, 00187, Rome.
Data Protection Officer
Pursuant to and for the purposes of articles 37-39 of the Regulation, Atlantia appointed a Data Protection Officer who can be reached via e-mail to firstname.lastname@example.org.