Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 21/04/2017

In item 3, the Board proposes the adoption of two long-term incentive plans to replace the "Phantom Stock Option Plan 2016-2019" which terminated in 2016: a "phantom stock grant plan" and a "phantom stock option plan", providing for a cash payment respectively equal to aggregate market price of performance shares and the difference between the share market price and a predefined exercise price. We strongly regret that the main terms of the incentive plans (performance conditions and maximum amount) were not defined before requesting approval of shareholders. Furthermore, concerns may arise over the possibility to increase the number of phantom stocks by the dividends distributed during the vesting period, as it may incentivize the distribution of dividends not in line with the Company's financial position. Therefore, we recommend opposition.

In item 4, the Board proposes to ratify the appointment of Mr. Marco Patuano as nonexecutive Director. Since 18 January 2017, Mr. Patuano is the CEO of Atlantia's major shareholder Edizione Srl (30.25%). He held several executive positions at Telecom Italia from 1990 to 2016 (CEO from 2011 to 2016). We have concerns on the overrepresentation of Edizione Srl on the Board (40% of Directors are members of Edizione) and the lack of independent representation (40% as per our guidelines and 53% according to the Company's self-assessment). Accordingly, we recommend opposition.


Atlantia is a holding company with subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic.


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