Atlantia : Disposal of investment in ASPI – Update on the process

14 December 2020

DISPOSAL OF INVESTMENT IN ASPI

Update on the process

Rationale

• The transaction proposed by the BOD on 14 Dec 2020, as already outlined in the demerger plan approved by the BOD on 24 September 2020 (to be submitted to the EGM originally called on 30 October 2020) is designed to separate the Italian motorway business, carried out under concession by ASPI and its subsidiaries from the Atlantia Group's other activities (overseas motorways, airports and payment solutions) and to create the basis for the sale to third parties of the entire Atlantia's interest in the spun off company Autostrade Costruzioni e Concessioni ("ACC")
• The sale of the entire 88% stake (directly held) or of the 55% interest (indirectly held following demerger and transfer) in ASPI is intended for Cassa Depositi e Prestiti and other Italian and international institutional investors, in line with intentions and approach previously communicated to the Italian Government on 14 July 2020, via a transparent market process to safeguard interests of all Atlantia's and ASPI's stakeholders

•

•

An EGM is called on 15 January 2021 to approve the spin-off

The spin-off is subject to certain conditions precedent to be satisfied by 30 September 2021

14 December 2020

1

Update on the Spin-off Plan

Main steps of the Transaction		Final structure

(to be implemented at one at the date of the effectiveness)

1.	Proportional spin-off of a 33.06% stake in ASPI into ACC
A	(out of the total 88.06% held by Atlantia)
2.	Contribution in kind by Atlantia of its remaining 55% stake in
B
	ASPI into ACC

C

3. Admission to listing of ACC shares concurrently with the spin-off/ contribution

The transaction aims at selling to third parties under market conditions the control of ASPI via the sale of the 62.8% interest in ACC ("the Sale"). Completion of the transaction is subject to receipt of a binding offer from a third-party buyer by 31 March 2021.

If a binding offer is received, the BOD will submit it to an EGM within 60 days.(1)

Effectiveness of the transaction subject to certain other conditions precedent (see next slides 3 & 4)

New Investors		Free Float

62.8%37.2%

ACC

(listed)

11.9%88.1%

ASPI

Other Italian		Ancillary
Motorways		businesses

1. The Transaction will be halted if by this deadline no binding offer has been received, or on the other hand, despite receipt of a binding offer, if the General Meeting does not approve the offer

14 December 2020

2

Conditions Precedent (1/2)

Effectiveness of the Transaction, which is to be considered functionally related to the Sale, is subject to the following conditions

1. Effectiveness of the settlement agreement bringing to an end the dispute over alleged serious breaches of ASPI's concession arrangement and the related attachments (the Addendum and the EFP, forming an integral, substantive part thereof);
2. Clearance from the Grantor in accordance with ASPI's Single Concession Arrangement and, where necessary, from other competent Authorities;
3. CONSOB's approval of the information circular;
4. Borsa Italiana's clearance of the admission of the Beneficiary Company's shares to listing on the MTA;
5. The receipt of waivers of contractual remedies or of consent from the holders of bonds issued by Atlantia and ASPI and/or from counterparties in any outstanding related contracts, where necessary under the terms and conditions of the loans and related contracts;
6. the receipt of waivers of contractual remedies or of consent from Atlantia's, ASPI's and its subsidiaries lenders where required under the terms of any outstanding loan agreements;
7. the release of Atlantia from the guarantees and any commitments given in connection with the obligations assumed by ASPI and its subsidiaries in its loan agreements or under the terms of public or private bond issues carried out by ASPI;
8. Full repayment by ASPI of any outstanding shareholder loan granted to it by Atlantia; and
9. Receipt of a binding offer from a third-party buyer for the purposes of the Sale within 31 March 2021, approved by an EGM of Atlantia's Shareholders.

14 December 2020

3