Atlantia S p A : Standard & Poor’s upgrades Autostrade per l’Italia’s rating

Press Release

STANDARD & POOR'S UPGRADES AUTOSTRADE PER L'ITALIA'S RATING

Rome, 22 June 2021 - Following Atlantia's signature of the agreement for the sale of its entire stake in Autostrade per l'Italia to the Consortium established by CDP, Blackstone and Macquarie, the rating agency, Standard & Poor's, has upgraded Autostrade per l'Italia's credit rating to "BB" with a Positive outlook (from "BB-" with a Developing outlook).

The rating agency's full explanation is attached.

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Research Update:

Atlantia, ASPI, And Aeroporti di Roma Upgraded By One Notch On Approved Sale of ASPI; Outlook Positive

June 22, 2021

Rating Action Overview

• In our view, Atlantia's approval of ASPI's disposal in favor of the consortium led by Cassa Depositi e Prestiti (CDP) softens the risk that the Italian government will terminate Autostrade per I'Italia's (ASPI's) concession and bondholders will ask for early repayment of the debt.
• We believe that the close relationship between CDP and the Italian government will lead to a settlement agreement being signed, which is one of several conditions for the sale.
• The timing of the settlement agreement is still uncertain and ASPI's and Atlantia's exposure to legacy risk for the Genoa bridge collapse will remain for a time, even after an agreement is signed.
• We expect to delink the ratings on Atlantia and ASPI once the financing ties between the two companies are severed after creditors consent.
• We have therefore raised our long-term ratings on Atlantia and ASPI by one notch to 'BB' from 'BB-'and affirmed the 'B' short-term ratings.
• We raised the issue ratings on Atlantia's and ASPI's senior unsecured debt to 'BB' from 'BB-' and kept the recovery ratings on this debt at '3'.
• We also raised our long- and short-term issuer credit ratings on Aeroporti di Roma (AdR), Atlantia's almost fully owned operating subsidiary, to 'BBB-/A-3' from 'BB+/B'.
• The outlook on Atlantia and ASPI is positive and indicates that we could further raise the ratings once the settlement agreement on ASPI's concession, including the approval of ASPI's economic and financial plan, is agreed and signed with the grantor. The timing and extent of rating upside may differ on the two companies, depending on our view of their stand-alone creditworthiness, including the potential legacy risks. The outlook on AdR is also positive because it is linked to that on its parent Atlantia.

PRIMARY CREDIT ANALYST

Stefania Belisario

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SECONDARY CONTACTS

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Pablo F Lutereau

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www.spglobal.com/ratingsdirect

June 22, 2021 1

Research Update: Atlantia, ASPI, And Aeroporti di Roma Upgraded By One Notch On Approved Sale of ASPI; Outlook Positive

Rating Action Rationale

We expect the disposal of the 88% ASPI stake owned by Atlantia to a CDP-led consortium will

favor a settlement agreement with the grantor. This is because the disposal of ASPI to the consortium consisting of CDP Equity S.p.A. (51%), Macquarie European Infrastructure Fund 6 SCSp (24.5%), and Blackstone Group International Partners LLP (24.5%) meets the framework agreement announced by the Italian government in July 2020, which indicated ASPI would be in control of CDP and potential other shareholders selected by CDP. Given the close relationship between CDP and the government, we believe the government has incentives to conclude such an agreement, although the timing and final terms of the agreement is yet uncertain.

The settlement between ASPI and the grantor, the Italian Ministry of Sustainable Infrastructure and Mobility (MSIM), is a condition to the closing of the sale by Atlantia. We also assume the administrative proceeding launched by the grantor following the collapse of Genoa bridge would be withdrawn at settlement as a condition for the sale, lifting the risk of a termination of ASPI's concession. This would remove the liquidity risk that a termination may cause on ASPI, and in turn Atlantia, due to earlier repayment clauses contemplated in some financing documentation in the event of a termination.

We no longer consider ASPI as a strategic subsidiary of Atlantia and we assigned it a 'bb'

stand-alone-creditprofile (SACP). The 'bb' SACP reflects ASPI's satisfactory business risk profile covering one of the largest toll road networks (more than 3,000 kilometers [km]), together with our expectation that it will be able to maintain fund from operations (FFO) to debt solidly above 9%. At the same time, we factor in the consequences the collapse of Genoa bridge still pose and legacy risk that could lead to weaker contractual terms following changes introduced by the Milleproroghe Decree. Despite its solid cash position, we assess ASPI's liquidity as less than adequate to reflect that, until the risk of a termination of ASPI concession is dissipated, bondholders may ask an earlier repayment of the debt in the event of a termination. Furthermore, our rating on ASPI is speculative grade, so about €1.2 billion facilities by the European Investment Bank (EIB) and €0.3 billion by CDP may be accelerated (even if this is unlikely, in our view).

We expect to delink our ratings on Atlantia and ASPI once the financing ties between the two

companies are severed by creditors. At present we continue to assess Atlantia's credit risk on a consolidated basis including ASPI because the disposal is subject to several conditions and cannot be completed earlier than Nov. 30, 2021, and no later than March 31, 2022 (the long stop date).

As of March 2021, Atlantia guarantees about €3.8 billion of ASPI debt and some of ASPI's debt contains change-of-control clauses. Following the severing of such financing ties, we expect to separate the two ratings. Potential positive rating actions on each entity may then follow different paths in terms of timing and magnitude.

Rating upside for ASPI will depend on its future credit metrics, our views on the strength of its business, and on the legacy risk remaining from the collapse of Genoa bridge. At the moment, we don't have visibility yet on final new ownership of ASPI. It has been reported that CDP consortium may open up to some additional shareholders. Hence it is too premature to assess ASPI's future financial policy and comment if it may qualify as a government-relatedentity. This will depend on its future business plan and future governance, as well as on CDP's final ownership stake and our assessment of the likelihood of any extraordinary government support (or negative

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June 22, 2021 2

Research Update: Atlantia, ASPI, And Aeroporti di Roma Upgraded By One Notch On Approved Sale of ASPI; Outlook Positive

intervention).

Once the settlement agreement is finalized, including the approval of the addendum to the concession and of the new economic and financial Plan, we expect our rating on ASPI to be underpinned by our view of its concession framework, legacy risk from the collapse of the bridge, and the strengths of its credit metrics (see "Credit FAQ: Moving On: Atlantia and Autostrade per l'Italia Plan A Divorce," published May 26, 2021, on RatingsDirect).

The terms of the disposal agreement contains risk-sharing of indemnities between ASPI and the consortium. It is also too early to estimate the outcome of ongoing criminal and civil proceedings. Hence, we expect for a time that ASPI will continue to remain exposed to certain legacy risk from the collapse of Genoa bridge.

Disposal proceeds (about €8 billion) will be higher than Atlantia's external debt (€3.5 billion at present) but Atlantia has not yet made clear how it will use the proceeds. Atlantia announced that proceeds may be used to grow and support its subsidiaries and, at the same time, provide return to its shareholders, with a potential €1 billion-€2billion share buy-backprogram and dividend distributions in the range of €600 million-€650million per year in 2022-2024.

Although we expect Atlantia will remain a player in transportation infrastructure, it is unclear at this stage what acquisitions it will pursue directly or through its platforms (50% plus one stake owned Abertis for toll roads and 99.4% owned Aeroporti di Roma for airports). Nevertheless, we will decide how to approach assessing Atlantia's credit risk after the ASPI disposal, including using alternative consolidation methods, based on the group's governance, the assets in its future portfolio, and the access to portfolio companies' cash flow generation.

A settlement agreement on ASPI would remove liquidity risks to Atlantia, as well, while we would factor in the legacy risk and indemnities approved in the context of ASPI disposal. These include all pending or future claims for damages and fines from criminal and civil proceedings up to €150 million and 75% of liabilities over this amount, up to €459 million cap.

The approved disposal should improve the relationship with the grantor, a first step in reducing

governance risks. The collapse of Genoa bridge had significant ramifications. It prompted the grantor to increase its scrutiny and focus on maintenance, to promote safety, and it led increased scrutiny of internal procedures and control by the two companies. New CEOs have been appointed at both Atlantia and ASPI and independent directors have been included in ASPI's board of directors. We expect our assessment of management and governance to remain at fair on both Atlantia and ASPI for some time. This signals that, despite the envisaged settlement agreement is expected to terminate the administrative proceeding that could lead to a termination of the concession, the outcome of the ongoing criminal investigations remains uncertain and it takes time to assess the effectiveness of internal governance changes.

That said, the current rating action reflects that, in our view, the approval of the ASPI disposal to CDP will usher in a settlement on the ASPI concession and this improves the relationship with the grantor, softening the risk that a termination of the concession may lead to a liquidity event for ASPI and, as a result, on Atlantia.

The one-notch upgrade of Atlantia drives a one-notch upgrade of its subsidiary AdR. This is because we continue to reflect a two-notchrating differential between AdR and its almost 100% parent Atlantia. The concession agreement includes regulatory oversight by requiring three statutory auditors appointed by the Ministry of Economic Affairs, Ministry of Finance, and Ministry of Sustainable Infrastructure and Mobility (MSIM). Also, AdR must meet certain conditions under its concession agreement with ENAC (The Italian Civil Aviation Authority), including a debt service

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June 22, 2021 3

Research Update: Atlantia, ASPI, And Aeroporti di Roma Upgraded By One Notch On Approved Sale of ASPI; Outlook Positive

coverage ratio of above 1.2x. This was not met in 2020 due to the traffic drop driven by the COVID-19 pandemic but did not cause any consequences on the concession because ENAC recognized the breach as due to force majeure event. We continue to assess AdR's SACP at 'a-', reflecting its strong balance sheet and competitive position as Italy's largest airport operator, with a monopoly position in Rome. In line with other European airports, AdR has been severely hit by the COVID-19 pandemic and traffic remains about 80% below 2019 levels at present. Nevertheless, we expect the lifting of mobility restrictions and increased vaccination rates to support its traffic recovery, particularly in the domestic and European segment (23% and 50% of total traffic, respectively). As a result we forecast its FFO to debt will recover gradually toward 20% by 2022-2023.

Given that we view Abertis' ratings as delinked from Atlantia's, this action does not

immediately impact Abertis 'BBB-'ratings. The delinkage of the ratings is based on the existence of a shareholder agreement with key decisions requiring approval from Abertis' other strategic shareholder ACS and Hochtief. We could reassess our approach, once we have more visibility on Atlantia's future strategy and should part of the €8 billion proceeds from ASPI be allocated to Abertis.

Environmental, social, and governance (ESG) credit factors for this credit rating change:

- Health and safety

Outlook

The positive outlook on Atlantia and ASPI indicates that we could take a positive rating action on both companies once the settlement agreement on the ASPI concession is finalized with the grantor, which is a condition for the sale of ASPI to the CDP-led consortium. The outlook on AdR is linked to that on its parent Atlantia, given the current two-notch differential we allow in our rating.

We expect to delink our ratings on Atlantia and ASPI once the existing guarantees and change-of-control clauses in place between the two companies are severed, which requires a waiver from certain creditors.

Once separated, the timing and extent of the rating actions on Atlantia and ASPI may differ and will depend on our visibility over their future credit metrics, financial policy and strength of the business and legacy risk.

Upside scenario

We could take a positive rating action on ASPI once the settlement agreement is finalized with the grantor, reducing the risk of a termination of ASPI concession and of debt acceleration, while assuming FFO to debt to be solidly above 9%. Nevertheless, before we could raise our rating on ASPI to investment grade, we would require visibility on the final ownership and the financial policy of the company, some visibility on the new regulatory framework after the settlement, and manageable remaining legacy risk.

We could take a positive rating action on Atlantia once the ASPI disposal is finalized, which would lift the risk of any cross defaults and debt acceleration. This would require visibility over the use of ASPI proceeds (including to shareholders), and in particular on the combination of potential asset acquisitions and ability to access subsidiaries' cash flows. We expect to incorporate the legacy risk related to the collapse of Genoa bridge in our rating on Atlantia.

www.spglobal.com/ratingsdirect

June 22, 2021 4