Expert Corporate Governance Service (ECGS)
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Abertis Infraestructuras S.A.- Proxy report 25/07/2018

In May 2018, Hochtief purchased 78.8% of Abertis shares through a public tender offer launched at € 18.36 per share. Hochtief increased its holding to 86.7% through market purchases made until June 13th. Taking into account that the Company holds 8.0% of the share capital in treasury shares, the minority shareholders that did not accept the offer made by Hochtief currently represent 5.3% of the share capital. On June 21st, Hochtief launched a purchase offer for the remaining 5.3% at the same price of the tender offer (€ 18.36 per share).

The EGM is called to approve the delisting of Abertis' shares (item 1), the reduction of the share capital through the cancellation of treasury shares representing 8.0% of the share capital (item 2) and to authorize the Company to buy-back and cancel treasury
shares (item 3). All the above mentioned resolutions are aimed at facilitating the forced sale of Abertis' shares by the minority shareholders that did not accept the offer made by Hochtief, through the delisting or a squeeze-out procedure. Although the squeezeout procedure would be in the best interest of the Company, reducing uncertainties and the costs related to the listing of shares, it might not be consistent with the minority shareholders' decision not to accept the offer made by Hochtief, as it will reduce their possibility to dispose of the shares at a higher price or just keeping their shares in a listed company. Provided that the voting decision should be taken by each minority shareholder considering its own interest in keeping the shares or selling them to Hochtief, we recommend opposition.

We also recommend that minority shareholders oppose the ratification of the appointment of 10 representatives of Hochtief on the Board (items from 4.1 to 4.10), due to the lack of independent representation (21%). Although an independent representation of 21% would be consistent with its new status as private company, it should be considered that Abertis is still a listed company and in our opinion a higher independence of the Board is required to protect the interests of minority shareholders that did not accept the offer of Hochtief.

Abertis Infraestructuras S.A.

Abertis Infraestructuras is the parent company of a group of companies engaged in the management of mobility and communications infrastructures operating in five sectors: motorway concessions, telecommunications, airports, car parks and logistics services. Its business purposes include the construction, maintenance and operation of motorways under concession in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of motorways, and communications and/or telecommunications for the mobility and transport of people, goods and information, under the necessary authorization, as the case may be.


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