Ordinary General Meeting, on 10 October 2022 (on single call)
The holders of voting rights are hereby called to attend the Ordinary General Meeting to be held in single call at the office of Aeroporti di Roma S.p.A. in Fiumicino (Rome), Via Pier Paolo Racchetti n.1, at 3:00 PM on 10 October 2022, in order to resolve on the agenda below described.
Amendments to the “2014 Phantom Stock Option Plan" and the "2017 Additional Incentive Plan - Phantom Stock Option”. Related and consequent resolutions.
Revocation of the resolution adopted by the Ordinary Shareholders' Meeting of the Company on 29 April 2022 concerning the approval of an employee share ownership scheme involving ordinary shares of the Company called "The 2022-2027 Employee Share Ownership Plan". Related and consequent resolutions.
It should be noted that, if the worsening of the situation relating to the permanence and spread of the COVID-19 virus prevents or may render unsafe to hold the Shareholders’ Meeting with the attendance in person of the Shareholders, in accordance with the pro-tempore legislation in force and/or the measures that may be issued by the competent Authorities in this regard, the Company will comply with such provisions, giving timely notice in the manner and within the time limits established by the pro-tempore legislation in force.
Notices and forms
Results and Minutes
According to, and within the deadlines provided by, applicable laws and regulations, the documents concerning the item on the agenda, together with the Board of Directors’ reports and the proposed resolutions, will be made available for inspection at the Company’s register offices, on this section of the website as well as on the officially authorized storage mechanism 1Info (www.1info.it).
In particular, on the same date of publication of the Notice of call of the Ordinary General Meeting, is made available to the public, the following documentation:
the Board of Director’s Report on item 1) on the agenda “Amendments to the “2014 Phantom Stock Option Plan" and the "2017 Additional Incentive Plan - Phantom Stock Option”. Related and consequent resolutions”, together with the relevant Information Memoranda drafted pursuant to art. 114-bis of the CFA and art. 84-bis of Issuer Regulation (Consob resolution 11971/1999).
the Board of Director’s Report on item 2) on the agenda “Revocation of the resolution adopted by the Ordinary Shareholders' Meeting of the Company on 29 April 2022 concerning the approval of an employee share ownership scheme involving ordinary shares of the Company called "The 2022-2027 Employee Share Ownership Plan". Related and consequent resolutions”.
The holders of voting rights may obtain a copy of the above documentation upon previous appointment to be requested via email at firstname.lastname@example.org.
The right to attend and vote at General Meeting is reserved for those persons holding voting rights, as notified to the Company by an “intermediary” so authorized in accordance with the applicable laws. Such notification must be issued on the basis of the relevant records at the close of business on 29 September 2022, being the seventh stock exchange trading day preceding the date set for the General Meeting in single call (the “Record Date”), in compliance with article 83-sexies of the CFA.
Any deposit in and withdrawals from custody accounts subsequent to the record date shall be without effect to person’s right to vote at the General Meeting. Accordingly, person who are registered as having title to shares only subsequent to the record date shall have no right to attend or vote at the General Meeting.
The above notifications from intermediaries must be received by the Company no later than 5 October 2022, i.e. the end of the third stock exchange trading day preceding the date set for the General Meeting in single call. The right to attend and vote at the General Meeting shall in any event remain valid to the extent that the relevant notification is received by the Company no later than the opening of the General Meeting. Shareholders still in the possession of share certificates in a 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.
For personal identification and verification of eligibility to attend the meeting, the Office of the Chairman will be opened at the venue two hours before the time set for the start of the meeting.
Shareholders are kindly invited to present themselves in advance of the scheduled time of commencement of the Shareholders’ Meeting in order to facilitate the admission process and enable the timely start of the same.
Shareholders' participation in the Shareholders' Meeting is in any case regulated by the relevant laws and regulations, as well as by the Articles of Association and the Shareholders' Meeting Regulations published on the Company's website.
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 form available on this page of the Company's website under section “Notices and Forms”.
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 by sending a fax on +39 06- 45417450 or by sending an electronic version of the form to the certified e-mail address email@example.com.
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.
Without prejudice to the foregoing, the Company, in accordance with article 135-undecies of the Consolidate Finance Act, has also appointed Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, as the Appointed Representative, to whom holders of voting rights may grant – by 6 October 2022 (i.e. the close of business on the second stock exchange trading day preceding the date set for the General Meeting on single call) – a proxy providing voting instructions on all or some agenda items.
The proxy form appointing Computershare S.p.A. as the Appointed Representative must include voting instructions on certain and/or all the items on the Agenda as well as on the item supplemented by Shareholders pursuant to art. 126-bis of the CFA, if any. The proxy is effective solely with respect to items for which voting instructions have been given; it being understood that the Appointed Representative will not express any vote at the General Meeting in relation to those items for which he has not received precise voting instructions.
The shares for which the proxy, even partially, is granted to the Appointed Representative are calculated for the purposes of the regular constitution of the General Meeting. With regard to items for which no voting instructions have been given, relevant shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of the relevant resolutions.
Granting the proxy to the Appointed Representative does not involve any expenses for the Shareholders, except for those of the eventual shipment of the proxy itself.
For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above Appointed Representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide the Company with the notification concerning their right to attend the General Meeting and exercise voting rights, pursuant to art. 83-sexies of the CFA.
Proxy form, duly filled in and signed, must be received by the Company by the end of the second stock exchange trading day preceding the date set for the General Meeting (6 October 2022 by midnight).
Proxy form can be granted to the Appointed Representative by the specific web application prepared and managed directly by Computershare S.p.A., through which it is possible to proceed to the guided filling in of the proxy form to the Appointed Representative.
Guided procedure to fill in the proxy form for the Appointed Representative, available at the following link https://servizi.computershare.it/eRD/index.aspx?nos=187425711
The proxy form for the Appointed Representative is also available, in a downloadable and printable version, on this page of the Company's website under section “Notices and Forms”.
Alternatively, should the delegating party not to use above guided procedure, the proxy form with the voting instructions, together with an identity document and any documentation proving signature powers, must be received by Computershare by one of the following modalities:
Certified Electronic Mail (PEC) holders: the delegating party (also a legal entity) holding a PEC account may send a copy of the electronically reproduced proxy to firstname.lastname@example.org (PDF format);
Advanced Electronic, Qualified or Digital Signature holders (AES): the delegating party equipped with AES may send a copy of the proxy electronically reproduced with Advanced Electronic Signature also by ordinary electronic mail to email@example.com;
Ordinary electronic mail holders: the delegating party may send a copy of the proxy electronically reproduced (PDF format) to firstname.lastname@example.org. In this case, the original of the proxy, the voting instructions and a copy of the related documentation must be sent to the registered office of Computershare S.p.A., via Monte Giberto, 33 - 00138 Rome;
Via FAX at the number: + 39 06 45417450.
The transmission of the Proxy Form in a manner and in terms other than those indicated above or the exclusive transmission by post, will not guarantee that the proxy is correctly granted to the Appointed Representative.
Appointment of a proxy and voting instructions may be revoked in accordance with the same terms and conditions applied to their submission.
For information regarding the granting of ordinary proxy to the Appointed Representative, please contact Computershare S.p.A. on +39 06 45417401 - available at the following hours: 09:00 a.m. - 1:00 p.m. and 14:00 - 18:00 p.m.
Pursuant to art. 127-ter of the CFA, the persons entitled to vote in the General Meeting, may ask questions on the items on the agenda before the General Meeting.
Questions must be received no later than the record date, being it 29 September 2022 (by midnight).
Only questions relating to the items on Agenda will be accepted.
Persons asking questions must provide their personal details (name and surname or company name, place and date of birth and tax code) and appropriate proof of their title to exercise voting rights, issued by the relevant intermediary, which may also be submitted after the submission of
The questions shall be submitted by certified e-mail to email@example.com or by fax to +39-06-45417450 or by means of the present Form.
Answers to the questions received before the General Meeting will be provided, having verified their pertinence and the right of the questioner to ask such questions, by 8 October 2022 at the latest, with replies posted on this page of the Company's website under section “Documentation”.
The Company may provide a collective answer to questions on the same subject. No reply is, however, due for questions the answers to which can be found in the "Questions and Answers" section on the Company's website.
Pursuant to art. 126-bis of the CFA, Shareholders, who represent, also on a jointly basis, one fortieth of the issued capital may, by 19 September 2022, request to supplement the items on the Agenda, by way of submitting a request indicating the further items proposed, or submitting new resolution proposals concerning the items already on the Agenda.
Requests shall be made in writing and accompanied by the certificate attesting the ownership of the shares issued by an authorized intermediary, in accordance with the law and regulations in force and shall be sent by fax to +39 06-45417450 or by the certified e-mail address firstname.lastname@example.org.
No agenda items may be added with respect to matters for which the General Meeting is required to resolve by the law on recommendations, proposals or report of the Board of Directors except for those set forth under Article 125-ter, paragraph 1, of the CFA.
No publicity burden shall be incurred by the shareholder, as the Company will assume responsibility for publishing the Agenda as supplemented, and the relevant reports on the supplemented upon Shareholders’ request together with Board of Directors’ considerations, if any, within the deadline set forth by Article 126-bis, paragraph 2, of the CFA (at least 15 days before the date set for the General Meeting, i.e. by 25 September 2022), according to the modalities applied for the publication of the notice of call.
Provisions has not been made for votes to be cast by post or electronically.
The Company’s issued capital consists of 825.783.990 ordinary shares with no par value. Each share grants the right to one vote (excluding treasury shares, which currently total 6.959.693).
Atlantia S.p.A., with registered office in Piazza di S. Silvestro n.8, 00187 Rome, in its capacity as data Controller wished to inform you, pursuant to article 13 and 14 of the Regulation (EU) 2016/679 – General Data Protection Regulation (the “Regulation” or “GDPR”) provides you the information on the processing of personal data you supplied to the Company, also through credit Institutions and companies of Financial Intermediation, in relation to your status as a Shareholder and your participation in the General Meeting through the Appointed Representative.
Personal data and purposes of the processing
The personal data to be processed will be, among others, your first name, surname and address and they will be used for the purpose of managing relations with you as a Shareholder, including corporate and General Meeting fulfilling and, in particular, for the following purposes:
updating of the Shareholders’ Ledger and activities related to your status as a Shareholder;
updating the mailing list (name, address and any other contact details) in order to send corporate communications and documentation;
registration for the attendance, in presence or by granting a proxy, even to the Appointed Representative Computershare S.p.A., at the General Meeting registration and recording of votes, statistics for the check of the shareholding base of the Company or OF participation in the Shareholders’ Meetings and other corporate events;
fulfilling further obligations provided by law, regulations or EU legislation and, in any case, in relation to the obligations connected with your status as a Shareholder of the Company;
enforcing or defending a right in court or in a preliminary phase to the judgment;
for purposed connected to extraordinary transactions (merger, transfer of going concern, etc.) on the basis of the legitimate interest of the Controller.
Under article 6, paragraph 1, letters b) and c) of the Regulation, personal data are 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 make it impossible for the Controller to manage the relationship with you as Shareholder, fulfill corporate formalities and allow your attendance at the General Meeting.
The processing of personal data is carried out with paper support (eg. Minutes) and/or by electronic means (audio and video tracks of the events and electronic documents) and, in any case, in compliance with the applicable laws ensuring that such means are equipped with security measures adequate to processing the date for which they are used.
The processing of personal data will be carried out according to the principles of proportionality and necessity, so that unnecessary personal data are not collected or processed.
In compliance with Article 5 of the GDPR, your data will be kept for the entire duration of your status as a Shareholder 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.
Disclosure of personal data
Your data may be disclosed, to the extent necessary to perform the above activity and in compliance with the above purposes of the processing as well as in order to comply with obligations set out by applicable laws and regulations, to:
public administration bodies in compliance with legal obligations;
the judicial authority;
companies entrusted with managing the Shareholders’ Ledger of Atlantia S.p.a;
companies acting as Shareholders’ Representative designated by the Company pursuant to Article135-undecies of Legislative Decree No. 58/98 (TUF - Consolidated Law on Finance), to collect voting proxies/sub-proxy relating to the General Meeting as well as to fulfil the formalities with the obligations inherent in the representation in the General Meeting and the expression of the vote of the person represented;
companies involved in the management and maintenance of information systems, auditing firms, professional offices or freelancers for the performance of consultancy and assistance in corporate operations.
These parties will, as a rule, act as autonomous holders of the respective processing operations, except in the event that they act on behalf of the Data Controller in their capacity as Data Processors and have, therefore, entered into a specific contract that punctually governs the processing assigned to them, pursuant to Article 28 of the GDPR.
Disclosure 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 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
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 an 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 data transfer to Third countries).
Rights of the data subject
For lawful and grounded reasons the interested persons - consistently with existing legal and contractual obligations of the Controller, if any– 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 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 who can be consulted at the following e-mail address firstname.lastname@example.org