Atlantia : Disposal of investment in ASPI – a dual track process

24 September 2020

DISPOSAL OF INVESTMENT IN ASPI

A dual track process

Table of Contents

1. Key Transaction Features
2. ASPI Proposed Settlement Agreement
3. Appendix

Executive Summary

• On 24 September 2020 Atlantia Board of Directors approved a dual track process for separating the

company and Autostrade per l'Italia ("ASPI")

1• Sale of ASPI entire 88% stake via a competitive auction

2• Spin-off of ASPI from Atlantia Group

• • Spin-offinto a newco, Autostrade Concessioni e Costruzioni ("ACC"), of a 55% stake in ASPI and contribution of the remaining 33% stake held by Atlantia in exchange for a participation in ACC to be sold to third parties
  • Atlantia shareholders to receive one new share of ACC per each Atlantia share
  • Transaction would create a new listed group focused on motorway operations and construction, domestic market and defensive risk/reward profile
  • EGM called to approve the plan on 30 October 2020(1)
• Transaction to allow both Atlantia and ASPI to better pursue their own strategies, leveraging on their respective strengths

1. Resolution is passed with at least 2/3 of the represented capital voting in favor

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Rationale

• Atlantia and ASPI to focus on different businesses, geographies and risk/reward profiles
• • Unique asset features
  • Different risk/reward profiles
• Dual track procedure will guarantee a fully transparent market transaction
• • Process to sell controlling stake in ASPI open to private or state-owned entities
  • Equal treatment of all investors involved
• Approval of settlement agreement with the Italian Government (condition to proceed) setting a clear regulatory framework for a market transaction
• Net proceeds from the transaction to allow Atlantia to reduce its debt and / or pursue new investments
• Transaction to allow Atlantia to focus on:
• • An internationally diversified investment portfolio
  • New business opportunities in the "people-on-the-move" industry

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