ANNOUNCEMENT OF THE VOLUNTARY PUBLIC TENDER …Offer "). The Offer will be regulated pursuant to the...

NOTICE: This document is the translation of an original Spanish-language document. In the event of any discrepancy between the text of this translation and the text of the original Spanish-language document that this translation is intended to reflect, the text of the original Spanish-language document shall prevail.

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ANNOUNCEMENT OF THE VOLUNTARY PUBLIC TENDER OFFER MADE BY "ATLANTIA, S.P.A" FOR THE SHARES REPRESENTING THE SHARE CAPITAL OF

"ABERTIS INFRAESTRUCTURAS, S.A."

On 9 October 2017, the National Securities Market Commission (Comisión Nacional del Mercado de Valores) ("CNMV") approved a voluntary tender offer made by "Atlantia, S.p.A." ("Atlantia" or the "Offering Company") for all of the shares representing the share capital of "Abertis Infraestructuras, S.A." ("Abertis" or the "Offeree Company") (the "Offer").

The Offer will be regulated pursuant to the provisions of the consolidated text of the Securities Market Act (Ley del Mercado de Valores) approved by Royal Legislative Decree 4/2015 of October 23 (the "Securities Market Act") and by the Royal Decree 1066/2007 of July 27 regarding the Rules for Tender Offers for Securities ("Royal Decree 1066/2007" or the "Royal Decree") and other applicable law.

Pursuant to the provisions of Article 22 of the Royal Decree 1066/2007, set forth below is a description of the main characteristics of the Offer that appear in its prospectus (the "Prospectus").

INTRODUCTION

The Prospectus sets forth the terms and conditions of the voluntary Offer that Atlantia makes for all of the shares representing the share capital of Abertis.

On 15 May 2017, Atlantia published the prior announcement of the Offer by means of notice of a significant event (hecho relevante) number 252060, which was supplemented by a notice of a significant event published that same day. On 15 June 2017, a corresponding request for approval of the Offer was submitted to the CNMV. On 3 July 2017 the CNMV approved acceptance of the request for approval of the Offer.

The consideration for the Offer consists of a cash price of 16.50 euros for each share of Abertis (the "Cash Consideration") and an exchange of 0.697 newly-issued Atlantia Special Shares for each share of Abertis (the "Exchange Ratio") for a maximum of 230,000,000 shares of Abertis (the "Maximum Number of shares") representing 23.22% of the share capital thereof (the "Consideration in Special Atlantia Shares"). The Special Shares will not be transferable until 15 February 2019 (inclusive) and Atlantia will not request admission to trading on the Italian Stock Exchange (Borsa Italiana) until then.

The shareholders of Abertis may choose one of the two consideration methods or a combination of both, although they will have to take into account that Atlantia has made the Offer contingent on the acceptances including a minimum number of 100,000,000 shares of Abertis (10.10% of the share capital of Abertis) for those accepting shareholders choosing the Consideration in Special Shares. Thus, all the other shareholders of Abertis (89.90% of the share capital of Abertis) will be able to receive a cash price and, if the condition is not met, the Offer will become void (the "Minimum Special Acceptance Condition").

The effectiveness of the Offer is subject to, among other conditions set forth in the Prospectus, two minimum acceptance conditions. One is a general condition regarding the total number of shares accepting the Offer, and the other is a special condition regarding the number of Abertis shares accepting the Consideration in Atlantia Special Shares:

(i) The general minimum acceptance condition consists of the acceptance of the Offer by Abertis shareholders representing no less than 50% plus one share of the share capital thereof (the "General Minimum Acceptance Condition").


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(ii) The special minimum acceptance condition consists of acceptances for a minimum of 100,000,000 shares of Abertis (10.10% of the share capital of Abertis), with the accepting parties having to choose the Consideration in Special Shares. Thus, all the other Abertis shareholders (89.90% of the share capital of Abertis) will be able to receive a cash price and, if the condition is not met, the Offer will become void (the "Special Minimum Acceptance Condition".

1. OFFEREE COMPANY AND OFFERING COMPANY

1.1 Information regarding the Offeree Company

(A) Company name, share capital and shareholding structure

The name of the Offeree Company is "Abertis Infraestructuras, S.A."

The share capital of Abertis is 2,971,143,924 euros, represented by 990,381,308 ordinary shares, each with a par value of three euros. The shares of Abertis are traded on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges via the Spanish Automated Quotation System (Sistema de Interconexión Bursátil).

Each Abertis share has the right to one vote. Abertis does not have shares issued without voting rights or special classes of shares. There are also no subscription rights, no obligations convertible or exchangeable into shares, warrants or any securities or instruments that might give the right to directly or indirectly subscribe or acquire the shares thereof.

According to publicly-available information, the shareholding structure of Abertis is as follows:

Shareholder % of direct share capital % of indirect share capital

% of total share capital

Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona (1) – 22.249 22.249

Capital Research and Management Company (2) – 5.049 5.049

Blackrock Inc. (3) – 3.025 3.025 Lazard Asset Management (4) 3.04 – 3.04 Mr. Christopher Anthony Hohn (5) – 0.264 0.264 Treasury shares (6) 7.958 – 7.958 Total significant interests 10.998 30.588 41.586 Other shareholders (7) 58.414 – 58.414 Total 69.412 30.588 100.000

(1) According to information included in the annual corporate governance report of Abertis for the fiscal year 2016 published by Abertis on the website of the CNMV (www.cnmv.es), on 28 February 2017, Fundación Bancaria Caixa d'Estalvis i Pensions de Barcelona controls Criteria Caixa, S.A.U, the direct holder of 15.081% of the voting rights in Abertis, and Criteria Caixa, S.A.U. in turn controls (pursuant to private shareholder agreements signed with the companies "G3T, S.L." and"BCN Godia, S.L.U.", respectively) the company "Inversiones Autopistas, S.A.," the direct holder of 7.168% of the voting rights of Abertis. A description of the terms and conditions of such private shareholder agreements is published in on the website of the CNMV (www.cnmv.es).

(2) Through various investment funds under the discretional management of "Capital Research and Management Company," as investment manager of such funds, without any of them individually holding a significant interest in Abertis, except with respect to the investment funds "Capital Income Builder, Inc.," an investment fund holding a direct interest in Abertis representing 2.963% of its share capital and "Capital World Growth and Income Fund (WGI)," an investment fund holding a direct interest in Abertis representing 2.988% of its share capital, the voting rights of which are exercised by "Capital Research and Management Company" under various proxy arrangements in its favor provided by "Capital Income Builder, Inc." and "Capital World Growth and Income Fund (WGI)." The information is according to the information included in the voting rights notice added to the website of the CNMV (www.cnmv.es) on 14 June, 14 September and 30 September 2017.

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(3) Through various entities controlled by "Blackrock Inc." without any of them individually holding a significant interest in Abertis. The information is according to information included in the voting rights notice added to the website of the CNMV (www.cnmv.es) on 5 May 2017.

(4) According to information included in the voting rights notice added to the website of the CNMV (www.cnmv.es) on 7 October 2016.

(5) Through "The Children's Investment Master Fund" and "Talos Capital Designated Activity Company," entities managed by "TCI Fund Management Limited," an entity controlled by Mr. Christopher Anthony Hohn. According to information included in the voting rights notice added to the website of the CNMV (www.cnmv.es) on 21 September 2017.

(6) According to information included in the voting rights notice added to the website of the CNMV (www.cnmv.es) on 3 July 2017.

(7) Includes 0.281% of the share capital reported by "Blackrock Inc." held through financial instruments, pursuant to a voting rights notice added to the website of the CNMV (www.cnmv.es) on 5 May 2017; 0.834% of the share capital reported by Mr. Christopher Anthony Hohn held through financial instruments, pursuant to a voting rights notice added to the website of the CNMV (www.cnmv.es) on 21 September 2017; and a 1.068% of the share capital reported by "Elliott Capital Advisors, L.P." held through financial instruments, pursuant to a voting rights notice added to the website of the CNMV (www.cnmv.es) on 13 September 2017.

Atlantia is not aware of the existence of any private shareholders’ agreement (pacto parasocial) other than those mentioned above relating to or signed by Abertis with respect to its governance or control.

Furthermore, as regards the shareholding structure of Abertis, it is hereby stated that:

(i) There is no declaration of concerted action among the shareholders of Abertis communicated to the CNMV pursuant to the provisions of Article 5 of Royal Decree 1066/2007;

(ii) There is no evidence that Abertis is under the control of any of its shareholders for the purposes of Article 4 of Royal Decree 1066/2007 regarding the concept of control determining the obligation to make a mandatory tender offer; and

(iii) There is no evidence that Abertis is individually or collectively controlled by any physical or legal person upon the terms provided in Article 42 of the Commercial Code and Article 5 of the Securities Market Act.

(B) Structure of the management body

According to publicly-available information at the time of this announcement, the members of the Board of Directors of Abertis hold the positions indicated in the following table and are the direct or indirect holders of shares representing the share capital of Abertis as also described below:

Director Position Type Shareholder represented Number of

shares % of share

capital

Salvador Alemany Chair Proprietary Criteria Caixa, S.A.U. 504,616 0.051

Francisco Reynés Massenet Vice Chair and CEO Executive

(*) − 35,405 0.004

Marcelino Armenter Vidal Member Proprietary

Criteria Caixa, S.A.U. 10,500 0.001

Xavier Brossa Galofré Member Independent − 1,000 0.000

Carlos Colomer Casellas Member Independent − 7,751 0.001

María Teresa Costa Campi Member Independent − 2,103 0.000

Luis Guillermo Fortuño Member Independent − 0 0.000

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Director Position Type Shareholder represented Number of

shares % of share

capital Susana Gallardo

Torrededia Member Proprietary Criteria Caixa,

S.A.U. 694 0.000

G3T S.L., (represented by

Carmen Godia Bull) Member Proprietary Inversiones Autopistas, S.L. 2,887,500 0.292

Sandrine Lagumina Member Independent − 0 0.000 Enrico Letta Member Independent − 0 0.000

Juan-José López Burniol Member Proprietary

Criteria Caixa, S.A.U. 0 0.000

Mónica López-Monís Gallego Member Independent − 24 0.000

Marina Serrano González Member Independent − 0 0.000

Antonio de Carvalho Viana-Baptista Member Independent − 0 0.000

TOTAL − − − 3,449,593 0.348

(*) Prior to his appointment as a director of Abertis, Mr. Reynés Massenet held the position of General Director of Criteria CaixaCorp, S.A., the former holding company holding the equity interests of La Caixa, between the years 2007 and 2009.

Subject to the implementation of the Offer in accordance with the terms and conditions set forth in the Prospectus, following the settlement of the Offer, the Offeree Company will be controlled by Atlantia for purposes of Articles 5 of the Securities Markets Act and 4 of Royal Decree 1066/2007.

1.2 Information regarding the Offeror Company and its Group

The name of the Offeror Company is "Atlantia, S.p.A.", an Italian joint-stock company (società per azioni), with tax identification code number 03731380261, with a registered office at via Antonio Nibby 20, 00161 Rome, Italy, and registered with the Companies Register (Registro delle Imprese) of Rome under the same number.

The share capital of Atlantia on the date of this announcement is 825,783,990 euros, represented by 825,783,990 ordinary shares, each with a par value of one euro, fully subscribed and paid up. The shares of Atlantia are represented by book entries and are admitted to trading on the Milan Stock Exchange (Italy).

As of the date of this announcement and according to the information available to Atlantia, the identity of each person directly or indirectly holding an interest equal to or greater than 3% of the share capital of Atlantia, pursuant to Article 120 of the consolidated text of the provisions on financial intermediation approved by the Italian Legislative Decree number 58 of February 24, 1998 (Testo unico delle disposizioni in materia di intermediazione finanziaria, approvato con Decreto legislativo n. 58, del 24 febbraio 1998) (the "Italian Finance Act"), as well as the number of shares held by each of them, are as follows:

Declaring entity Number of shares

Percentage of ordinary share capital issued

Capital Increase

minimum dilution (%)

Capital increase

maximum dilution (%)

Edizione S.r.l. (1) 249,833,818 30.25 27.90 25.34 Government of Singapore Investment Corporation Pte Ltd (2)

67,591,667 8.19 7.55 6.85

Fondazione Cassa di Risparmio di Torino 41,705,516 5.05 4.66 4.23

Total 359,131,001 43.49 40.11 36.42


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(1) Through "Sintonia S.p.A.," a direct holder of 30.25% of the voting rights of Atlantia and a wholly-owned subsidiary of the Italian limited liability company "Edizione S.r.l."

(2) 1,078,651 direct shares and 66,513,016 indirect shares through "InvestCo Italian Holdings S.r.l.," a wholly-owned company of "Government of Singapore Investment Corporation Pte Ltd."

The percentage interest of the principal shareholders of Atlantia identified above will change based on the percentage acceptance of the Consideration in Special Atlantia Shares. Thus, if the number of Abertis shares choosing to accept and receive the Consideration in Special Atlantia Shares is equal to the minimum number of shares required, i.e., 100,000,000 Abertis shares, representing 10.1% of its share capital, the interest of the principal shareholders of Atlantia identified above would be reduced from the current 43.49% to 40.11% of the share capital of Atlantia (with the breakdown indicated for each of them in the table above). If, on the contrary, the number of Abertis shares that choose to accept and receive the Consideration in Special Atlantia Shares is the same as the Maximum Number of Shares, i.e., 230,000,000 shares of Abertis, representing 23.22% of its share capital, the interest of the principal shareholders of Atlantia would be reduced from the current 43.49% to 36.42% of the share capital of Atlantia (with the breakdown indicated for each one in the table above).

None of the shareholders of Atlantia, including "Edizione S.r.l.," directly or indirectly exercises management or coordination over Atlantia nor holds the power to decide financial or operational policies, and Atlantia therefore is not considered to be a controlled company.

Notwithstanding the foregoing, a description of the different concepts of "control" under Italian legal provisions is described below to the extent relevant to the Prospectus.

According to the provisions of the Italian Finance Act, the Italian Civil Code and Consob Circular 17221/2010 (collectively, the "Relevant Legal Provisions"), "control" is the power to determine the financial and operating policies of a company in order to profit from its activities, which occurs when a shareholder at a general meeting (i) holds a majority of the voting rights, (ii) can exercise a significant influence using its own shareholdings, or (iii) can exercise a significant influence by virtue of an arrangement or agreement.

There is also control if a person holds one-half or less than one-half of the voting rights that can be exercised at general shareholders’ meetings if the person:

(i) Holds a majority of the voting rights by virtue of an agreement with third parties;

(ii) has the ability to determine the financial and operating policies of the issuer by virtue of a bylaw or contractual provision;

(iii) has the power to appoint or remove a majority of the members of the board of directors or equivalent governance body of the company and to control the company administered by such board or body;

(iv) has the power to cast a majority of the voting rights at meetings of the board of directors or equivalent governance body of the company and to control the company administered by such board or body.

Furthermore, there can be a joint control if there is a contractual agreement for sharing control upon the above terms.

The commercial concept of control is supplemented by the concept of "influenza dominante" (significant influence). Pursuant to the Relevant Legal Provisions, this is the ability of a shareholder to unilaterally decide the results of voting on proposed resolutions at the company’s general shareholders’ meetings, in a stable or continuous manner over time, even if such shareholder does not hold an interest representing a majority of the share capital of the issuer. Therefore, the existence of


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an "influenza dominante" can only be determined in light of the specific circumstances applicable to each particular general shareholders' meeting, and the existence thereof is intrinsically linked to certain factors such as the number of shareholders attending the general meeting, the greater or lesser weight of the percentage of their respective interests in the capital of the company, and the quorum customarily recorded at the company’s general shareholders' meetings.

The existence of a unilateral "significant influence" in a stable or continuous manner over time of one company over the other results in an obligation to comply with the following obligations, among others: (i) obligation to inform the union council of the company that it exerts influence over significant transactions of the company over which it exerts significant influence, (ii) obligation of accounting consolidation with the company over which the significant influence is exerted, (iii) application of the listed companies rules regarding related parties (which is also applicable to transactions between companies with reciprocal shareholding interests, which are understood to be interests equal to or greater than 10% of the capital), (iv) limitations regarding the ownership of reciprocal shareholding interests.

Although "Edizione S.r.l." has declared that it holds an "influenza dominante" over Atlantia (i.e., a "significant influence"), due to being an indirect owner (through its wholly-owned subsidiary "Sintonia S.p.A.") of 30.25% of the outstanding shares and voting rights of Atlantia, allowing it to choose a majority of the members of the Atlantia’s Board of Directors, Atlantia believes that this "significant influence" occurred as a result of a confluence of its votes and the votes of other shareholders and lacks the requirement of stability over time necessary to find that "Edizione S.r.l." exerts such influence unilaterally and with its own votes. Specifically, on occasion of the holding of the ordinary General Meeting of shareholders of Atlantia on 21 April 2016, at which a proposal was submitted to Atlantia’s shareholders regarding the election of its current Board of Directors for the period 2016 to 2018, the list of candidates for the Board of Directors submitted by "Sintonia S.p.A."1 obtained the highest number of votes (61.62% of votes in favor out of approximately 80% of share capital of Atlantia in attendance), such that out of a total of fifteen (15) members comprising Atlantia’s Board of Directors, twelve (12) belong to the list submitted by "Sintonia S.p.A." (including the Chairman Mr. Fabio Cerchiai and the CEO Mr. Giovanni Castellucci) but only as a result of the favourable vote of other shareholders. In fact, the alternative list, to which the remaining three (3) members belong, submitted by a group of mutual fund management firms and other institutional investors collectively holding a number of Atlantia shares representing 2.331% of its share capital, obtained 38.1% of the votes of the shareholders at that meeting.

"Edizione S.r.l." thus lacks the ability to itself appoint a majority of the members of Atlantia’s Board of Directors. To be able to appoint such majority of members, "Edizione S.r.l." always needs the vote of other shareholders favourable to the list submitted as well as for the approval (or rejection, if applicable) of other proposals that the Board of Directors (which has a majority of independent directors) submits at the General Meeting of Atlantia’s shareholders.

The concept and determining factors of corporate control referred to above are different (as is common in many jurisdictions) from the concept and determining factors for control for purposes of the obligation to make a tender offer in Italy. The control leading to an obligation to make a tender offer under Italian law occurs in any of the following events:

– If the number of voting rights reached after the acquisition of shares represents more than 30% of the voting rights of the company.

1 Note that under Italian law governing the procedure for appointing directors using voting lists applicable to

listed companies, there is no ability to vote for specific candidates from the list but rather votes can only be cast for the entire list.


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– If the number of voting rights reached after the acquisition of shares represents more than 25% of the voting rights of the company and no other shareholder holds a greater shareholding interest in the company.

– If a shareholder holding more than 25% of the voting rights (or more than 30%, when applicable) of the company but less than 50% plus one share of the share capital with voting rights acquires an additional interest of more than 5% within a period of twelve months.

– If an interest of more than 90% of the share capital of the company is reached if any of the shareholders so request unless the floating capital of the company is reestablished at a percentage sufficient to assure an adequate volume of trading on the market.

Treasury shares (held directly or indirectly) will not be taken into account to calculate the above thresholds.

If "Edizione S.r.l." or any other shareholder of Atlantia, or any third party, exceeds the above thresholds based on their current shareholding interest in the company, it will be required to make a tender offer for Atlantia.

According to information available to Atlantia, the voting rights of "Edizione S.r.l." are directly or indirectly held by Mr. Luciano Benetton, Mrs. Giuliana Benetton, Mr. Gilberto Benetton and Mr. Carlo Benetton, in the same proportion (i.e., 25% each). According to information available thereto, Atlantia has no evidence that any of the members of the Benetton family, acting individually or in concert with others, exerts control over "Edizione S.r.l." Nor is Atlantia aware of the existence of any shareholders’ agreement or other voting agreement regarding the governance of "Edizione S.r.l.".

The principal shareholders of Atlantia do not have different voting rights. Each Atlantia share gives the right to one vote and there are no shares with plural or multiple voting right or shares without voting rights. According to information available to Atlantia, there is no agreement the application of which might give rise to the acquisition of the control of Atlantia at a later date.

Finally, it is pointed out that, apart from the treatment and effects of the concept of control referred to above, Atlantia fully consolidates in the Edizione Group in accordance with the provisions of the IFRS 10, based on the fact that a majority of the members of the current Board of Directors of Atlantia were part of the list submitted by "Sintonia S.p.A." at the ordinary General Meeting of Atlantia’s shareholders held on 21 April 2016.

The members of Atlantia’s Board of Directors are the following:

Name Position (1) Type Committee membership List

Fabio Cerchiai Chair Executive (2) None Majority List submitted by

"Sintonia S.p.A."

Giovanni Castellucci CEO Executive (2) None Majority List submitted by

"Sintonia S.p.A."

Carla Angela Member Independent (2) Risk Control and

Corporate Governance Committee

Majority List submitted by

"Sintonia S.p.A."

Gilberto Benetton Member Non-executive (2) None Majority List submitted by

"Sintonia S.p.A."

Carlo Bertazzo Member Non-executive (2) Human Resources and Retribution Committee


"Sintonia S.p.A."


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Name Position (1) Type Committee membership List

Bernardo Bertoldi Member Independent (3)

Risk Control and Corporate Governance

Committee Related Party Transactions Committee

Minority List submitted by

institutional investors

Gianni Coda Member Independent (3) Human Resources and Retribution Committee

Minority List submitted by


Elisabetta de Bernardi di Valserra Member

Non-executive (2) None


"Sintonia S.p.A."

Massimo Lapucci Member Independent (2) Human Resources and Retribution Committee


"Sintonia S.p.A."

Lucy Pauline Marcus Member Independent (3) None Minority List submitted by


Giuliano Mari Member Independent (2)

Risk Control and Corporate Governance

Committee Related Party Transactions Committee


"Sintonia S.p.A."

Valentina Martinelli Member Non-executive (2) None Majority List submitted by

"Sintonia S.p.A."

Marco Patuano Member Not-executive (4) None Director appointed on

interim basis

Monica Mondardini Member Independent (2) Human Resources and Retribution Committee


"Sintonia S.p.A."

Lynda Christine Tyler-Cagni Member Independent

(2)

Human Resources and Retribution Committee

Related Party Transactions Committee


"Sintonia S.p.A."

(1) Pursuant to Article 20 of Atlantia’s Articles of Association, the term of the Directors shall not exceed three fiscal years and shall expire on the date of the General Meeting called to approve the financial statements corresponding to the last fiscal year of their term. Pursuant to the foregoing, the term of all of Atlantia's directors will expire upon the approval of the financial statements for the fiscal year ending 31 December 2018.

(2) Director appointed by the shareholders at the General Meeting of the Atlantia's Shareholder held on 21 April 2016 as a member of the Majority List submitted by the shareholder "Sintonia S.p.A.," a direct holder of 30.25% of the voting rights of Atlantia and a wholly-owned subsidiary of the Italian limited liability company "Edizione S.r.l." The list as a whole was approved with 61.62% votes in favour. Under Italian law governing the procedure for appointing directors using voting lists applicable to listed companies, votes cannot be cast for specific candidates on the list, but rather must be cast in favor of the entire list.

(3) Director appointed by the shareholders at the General Meeting of the Atlantia's Shareholder held on 21 April, 2016 as a member of the Minority List submitted by a group of mutual fund management companies and other institutional investors. As a whole, the list received 38.12% of the votes in favor. Under Italian law governing the procedure for appointing directors using voting lists applicable to listed companies, votes cannot be cast for specific candidates on the list, but rather must be cast in favor of the entire list.

(4) Director appointed on an interim basis by the Board of Directors on 20 January 2017 to cover the vacancy caused by the resignation of Mr. Gianni Mion, submitted by letter dated 30 November 2016, received by Atlantia on 1 December 2016 and effective as from 31 December 2016. The director was ratified as such by virtue of the resolution approved at the ordinary General Meeting of Atlantia's shareholders held on 21 April 2017, based on a proposal of Atlantia's Board of Directors.


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1.3 Resolutions regarding the Offer and the Offeree Company

Atlantia's Board of Directors unanimously resolved to make the Offer on 14 May 2017, setting the principal terms thereof and making them known by means of the Prior Announcement of the Offer provided for in Article 16 of the Royal Decree, which was published on 15 May 2017 and supplemented by means of a notice of a significant event on that same date and under registration number 252060 of 2017.

Pursuant to this resolution, Atlantia also approved the grant of a power of attorney to the persons responsible for the Prospectus, among others, such that they may, among other powers, request the corresponding approval of the Offer, set (without exception) all the terms and conditions of the Offer and the documentation thereof, including, where appropriate, any amendment or waiver of compliance thereof, and prepare, sign and submit this Prospectus and any other documents in modification hereof as well as the other documentation required pursuant to the provisions of the Royal Decree, including any relevant action, declaration or procedure with the CNMV and any other competent agency required for the success of the Offer.

At the same 14 May 2017 meeting of the Board, in accordance with the provisions of Article 14.5 of the Royal Decree 1066/2007, the call of an extraordinary and ordinary General Meeting of shareholders was unanimously approved. In the exercise of such powers, the call to the extraordinary and ordinary General Meeting of Atlantia's shareholders held on 2 August 2017 (the "Extraordinary and Ordinary General Meeting") was announced and published on 3 July 2017.

The shareholders acting at the Extraordinary and Ordinary General Meeting approved the following resolutions:

(a) The increase in the share capital of Atlantia through the issuance of Special Shares as a new class of Atlantia shares and the amendment of Atlantia's Articles of Association required to give support to the creation of Special Shares and include in the Articles of Association the rules to be applied to the Special Shares during the term thereof and that will be applied upon the conversion into ordinary Atlantia shares; and

(b) the establishment of a long-term incentive plan for key employees and executive directors of Atlantia and, subject to the implementation of the Offer, to the group of which Abertis is the parent company, which will be implemented through the recognition in favour of the beneficiaries of the rights to exercise stock options using a method known in the international financial environment as "phantom stock options" and which will be paid in cash.

The text of the amendments are described in detail in Section 2.2 (d) of the Prospectus.

The resolution passed at the Extraordinary and Ordinary General Meeting of Atlantia is valid until 30 April 2018. Atlantia's Board of Directors must approve a call to General Meeting, including in the agenda thereof a proposed resolution to extend the valid term of the resolution passed at the Extraordinary and Ordinary General Meeting in the event that the resolutions adopted at such Meeting have not been implemented by 30 April 2018.

Additionally, it is stated that, according to information available to Atlantia, there is no agreement or arrangement of any kind regarding the Offer or Abertis between Atlantia, its principal shareholders or its shareholder "Edizione S.r.l.," the companies of their respective groups or any of the directors of such companies, on the one hand, and Abertis, the companies of its group, the members of the administration, management and control bodies of Abertis or the companies of its group or the shareholders of Abertis, on the other.

There are no benefits reserved for the shareholders or the members of the administration, management and control bodies of Abertis.


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Notwithstanding the foregoing, Atlantia and Abertis have maintained limited contact on the usual terms and conditions for this type of transaction as regards confidentiality obligations in order to evaluate the current situation and the perspectives of both companies involved in the Offer. After the first contacts initiated by Atlantia during the months of March and April 2017, meetings were held between Atlantia and Abertis and with their respective advisors, during which Atlantia raised the possibility of, among other things, structuring the transaction as a public tender offer for the shares of Abertis, with different possibilities for consideration: in cash, in securities and/or a combination of both.

No member of the administration, management or control bodies of Abertis or the companies of its group is simultaneously a member of the administration, management or control bodies of Atlantia or the companies of its group, or a member of the administration, management or control bodies of "Edizione S.r.l." or the companies of its group.

Neither Atlantia, nor its shareholder "Edizione S.r.l." nor the companies in their respective groups are holders of Abertis shares or securities or financial instruments that grant a right to acquire shares of Abertis.

2. SECURITIES TO WHICH THE OFFER IS ADDRESSED

2.1 Securities to which the Offer is addressed

This Offer is addressed to all shareholders of Abertis and covers all of the share capital of Abertis, i.e., 990,381,308 ordinary shares with a par value of 3.00 euros each, representing 100% of the share capital and voting rights of Abertis, represented by book entries, and which are listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (traded through the SIBE). All the Abertis shares are duly subscribed and fully paid-up and confer the same rights upon the holders thereof.

It is noted that Abertis will not be able to acquire Special Atlantia Shares because it would contravene the provisions of Article 134 of the Companies Act (Ley de Sociedades de Capital). Therefore, the 78,815,937 own (treasury) shares of Abertis, representing 7.96% of its share capital (or any other number from time to time making up the treasury shares), will not be able to accept the Offer using the Consideration in Special Atlantia Shares method.

2.2 Consideration offered

(a) Consideration offered

The consideration for the Offer consists of a cash price of 16.50 euros per share and an exchange of 0.697 newly-issued Special Atlantia Shares for each share from Abertis (the "Exchange Ratio") for a maximum of 230,000,000 Abertis shares (representing 23.22% of the share capital), as Consideration in Special Atlantia Shares.

The shareholders of Abertis will be able to choose one of the two consideration methods or a combination of both, although they should take into account that Abertis has established a condition in the Offer that acceptances must include a minimum of 100,000,000 Abertis shares (10.10% of the share capital of Abertis) for those accepting shareholders choosing the Consideration in Special Shares. In this manner, all of the other Abertis shareholders (89.90 % of the share capital of Abertis) will be able to obtain a cash price and, if the condition is not met, the Offer will be void.

Atlantia will not waive such condition once the acceptance period for the Offer has expired, regardless of the number of acceptances received. In view of the foregoing, the Offer can become void even if it is accepted by all of the Abertis shares.


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Notwithstanding the foregoing, Atlantia may waive such condition at any time prior to the last five calendar days from the acceptance deadline if it requests CNMV approval to amend the Offer by eliminating such condition, extending the Cash Consideration to all shares of Abertis and providing any required additional guarantees (1,650 million Euros).

The Exchange Ratio was set by Atlantia’s Board of Directors based on a reference price of 23.67 euros per Atlantia Special Share, the equivalent of the listing price for Atlantia’s ordinary shares on the Italian Stock Exchange (Borsa Italiana) at the end of the trading session on 12 May 2017 (24.20 euros per share), adjusted to reflect a dividend of 0.53 euro per share to be paid on 22 May 2017.

The equivalent cash price for the Consideration in Atlantia Special Shares is 16.50 euros. The calculation of this equivalent cash price is based on applying the Exchange Ratio to the reference price of 23.67 euros per Special Share. This reference price is within the valuation range established by "PricewaterhouseCoopers Asesores de Negocios, S.L." in its report dated 12 July 2017.

It should be taken into account that those shareholders of Abertis that accept the Offer with a number of shares that does not result in a whole number of Atlantia Special Shares after applying the Exchange Ratio shall receive an odd-lot payment in cash. The rules and operation of odd-lots arising from the Consideration in Special Atlantia Shares is described in section 3.1.3(C) of Chapter III of the Prospectus.

For information purposes only, it is noted that the listing price of the Atlantia ordinary shares on the Italian Stock Exchange (Borsa Italiana) at the closing session of 4 October 2017 was 27.04 euros, price which, if applied to the Exchange Ratio for the Offer, would have resulted in an equivalent cash price of 18.85 euros per Abertis share.

Notwithstanding the foregoing, it should be noted that the listing price of the Atlantia ordinary shares on the Italian Stock Exchange (Borsa Italiana) might be equal to, less than or greater than the above-referenced unit value of 23.67 euros attributed to the Atlantia Special Shares for purposes of the Offer, and there is no way to anticipate the impact that the admission to trading on the Italian Stock Exchange (Borsa Italiana) of the new ordinary shares resulting from the conversion of the Special Shares may have on the performance of the Atlantia ordinary shares in the market to date or on the change in value of the Atlantia ordinary shares in the future.

(b) Justification for the consideration

The Offer is made on a voluntary basis, for which reason the payment need not be at a price that meets the requirements for being consideration at a fair price for purposes of Article 9 of the Royal Decree. However, Atlantia believes that the consideration offered can be considered to be a fair price based on the rules set out in Article 9 of Royal Decree 1066/2007, to the extent that:

(i) Atlantia has not acquired shares of Abertis during the twelve months prior to the prior announcement of the Offer or from then through the date of this Prospectus;

(ii) there is no consideration in addition to that of the Offer; and

(iii) "PricewaterhouseCoopers Asesores de Negocios, S.L." ("PwC") has issued various independent expert reports regarding the consideration for the Offer, taking into account the valuation methods provided for in Article 9 of the Royal Decree (based on Article 10.5 of the Royal Decree) for purposes of finding the consideration for the Offer to be a fair price, on the one hand, and in Article 14.1.(c) of the Royal Decree for purposes of the value of the Atlantia Special Shares, on the other, for purposes of valuing the Atlantia Special Shares, which are attached to the Prospectus as Appendices VI and VII, respectively.


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(c) Reports issued by PwC as independent expert

The report issued by PwC dated 6 September 2017 is intended to value the Abertis shares for purposes of considering the consideration for the Offer as a fair price. The purpose of the report issued by PwC dated 18 September 2017 is to value the Atlantia Special Shares offered as in-kind compensation within the framework of the Offer.

The Abertis share valuation report has been prepared solely on the basis of publicly-available information regarding such company, which however does not represent any limitation on the scope thereof, as PwC states in the report itself.

PwC used both public and non-public information provided by Atlantia’s Management to value the Atlantia Special Shares, holding various conversations with Atlantia's Management in order to verify some of the assumptions included in the report.

The valuations by PwC and the purpose of such valuations are set forth below:

(i) Valuation report regarding the Abertis shares

According to the methods considered in Article 10.5 of the Royal Decree and the justification for the respective relevance for each one, PwC concludes a range of values per Abertis share of between 14.79 euros and 16.97 euros per share, according to the discounted cash flow method.

The methods considered by PwC and the range in values per share resulting from all of them are identified below:

Valuation methods Share value (euros) Underlying book value ("UBV") of the consolidated group (1) 3.94 2.56

Net asset value of the consolidated group Not calculated as deemed significantly lower Weighted average price for the 3- and 6-months periods prior to 13 April 2017:

last 3 months (2) last 6 months (2)

14.12

13.65 Weighted average price for the 3- and 6-months periods prior to 12 May 2017:

last 3 months (3) last 6 months (3)

14.72

13.77 Value of consideration offered prior to the tender offer during the previous year Not available

Other generally accepted methods Share value (euros) Discounted Cash Flows 14.79 16.97 Market Multiples – Comparable publicly traded companies 11.13 12.68 Market Multiples – Comparable transactions Not available Not available

(1) UBV calculated based on the consolidated financial statements of Abertis at 31 December 2016 (audited) and the interim financial statements for the first quarter of 2017 (subject to limited review).

(2) Weighted average price for the 3- and 6-months periods prior to 13 April 2017, the last trading day before 18 April 2017, the date of the notice of significant event sent by Abertis to the CNMV with registration number 250769.


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(3) Weighted average price for the 3- and 6-months periods prior to 12 May 2017, the last trading day before 15 May 2017, the date of the notice of significant event sent by Abertis to the CNMV with registration number 252060.

Methodologies deemed suitable

Discounted Cash Flows ("DCF")

PwC deems this valuation method to be the most suitable because it appropriately captures the expectations of the future cash flow generation such that the value of the business or Enterprise Value ("EV") is estimated as the present value of the estimated future free cash flows discounted at a discount rate reflecting the underlying risk of such flows.

The discount rate corresponds to the Weighted Average Cost of Capital ("WACC"), which is calculated as an average weighted cost of equity capital (or profitability demanded by the shareholders) and the cost of outside funds (or cost of the financial debt). The cost of the capital is estimated using the generally accepted Capital Assets Pricing Model ("CAPM").

The EV is decreased by the net financial position (debt) and increased or decreased by the value of other assets or liabilities, respectively, in accordance with the reference financial statements, adjusted to the market value thereof on the valuation date, if applicable. This gives the equity value, which is divided by the number of shares (net of treasury shares) to obtain the value per share.

To apply the DCF method, PwC took into account the following considerations particular to Abertis, and based on the information used:

• Has estimated the separate EVs for the different segments identified in the consolidated financial statements (businesses by country) and used the corresponding business and country WACC of each one, adding together all of the resulting EVs to obtain 100% of the EV of the group, which is generally referred to as the Sum-of-the-Parts ("SOTP").

• For this purpose, it has considered certain financial projections expressed in euros from the time of the valuation until the end of the concessions in each segment and discounted them to the corresponding WACC, also expressed in euros, whereas for Hispasat, S.A. and Cellnex Telecom, S.A. a representative forecast period is assumed, beyond which the residual value is considered. The valuation report includes a justification for such forecast horizon.

• It has deducted the net financial position (debt) and added or deducted the value of other assets or liabilities, as applicable, based on the consolidated financial statements, and deducted the value assigned to the minority interests corresponding to those concessions in which it does not have a 100% interest in order to reflect the value attributable to Abertis. Other assets include Abertis’ interest in Cellnex, also valued using the DCF method on consolidated projections discounted to a WACC for its business (weighting the different countries in which it operates). The results were compared to multiples of comparable publicly-traded companies.

To estimate the financial projections, PwC has relied on various information obtained from public sources, mainly financial information and presentations by Abertis regarding the performance of its businesses, main investment projects for expansion within its concessions, macroeconomic estimates, comparisons to historical performance of the main parameters of the group’s concessions, consensus of analyst estimates, and recent acquisitions and/or sales of concessions by Abertis with the taking of control or minority interests.


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PwC concludes that DCF is the most suitable method on which to base its conclusion regarding value, as it includes the economic characteristics and forecasts particular to the group's segments.

Weighted average price per share for the last 3 and 6 months

PwC has analyzed the prices of Abertis shares and the principal volume and volatility figures, and has calculated the weighted average for the last 3 and 6 months prior to 12 May 2017, the last listing date for the shares prior to 15 May 2017, the date of the prior announcement of the Offer made by Atlantia, given that afterwards since starting from this date the market was aware of the Atlantia's possible intent to make the Offer for Abertis shares, which fact thereafter creates distortion, causing a significant increase in volatility and share prices until approaching the offered consideration of 16.5 euros.

In turn, PwC has compared the price per Abertis share with the average target prices estimated by third-party analysts.

From the foregoing analysis, PwC concludes that it considers this method suitable only for purposes of generally comparing the results obtained with the DCF method.

Methodologies deemed unsuitable

Underlying Book Value ("UBV")

This method calculates the value per share based on the Shareholders’ Equity obtained from the group’s consolidated financial statements. Shareholders’ Equity is the result of the accounting principles with which the consolidated financial statements are prepared. In this connection, the balance sheet captures the net historical cost of the concessions, i.e., the construction cost (net of amortization and depreciation) of the concessions originally built and operated by Abertis from the time of the concession, or, if applicable, the acquisition cost of the concessions or groups of concessions acquired through business combinations, which recognize the fair value upon takeover with the resulting goodwill, net of depreciation and amortization recognised through such date.

In general terms, the net construction cost of the originally-obtained concessions does not necessarily represent the present value of the future cash flows expected to be obtained therefrom until the expiration thereof, especially if the expected return on the investment is positive and sufficient. In the case of concessions acquired through business combinations, the original fair value is not adjusted upwards after it is booked if there is an increase (creation of value) from the acquisition to the date of the balance sheet.

Generally, in light of the future outlook for concessions as shown by the DCF method and the results thereof, which are clearly above the UBV, PwC believes that this method is not suitable to reflect the value of the Abertis shares.

Market multiples (listed companies and comparable transactions)

PwC has analysed publicly traded companies in the industries in which Abertis does business. To obtain the most applicable analysis possible, PwC calculated multiples of EV over earnings before interest, taxes, depreciation and amortization ("EBITDA"), weighted and adjusted for factors such as average remaining life of the portfolio of concessions, total kilometers managed, and EBITDA of the concessions.

Although it calculates a range of share values with the foregoing calculation, PwC concludes that the suitability of the method is especially low due to the lack of comparability with the


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companies analysed and the difficulty of the multiple sufficiently capturing future financial outlooks, as the details of each concession are quite particular (e.g., different demand and tariff model risks, and the economic impact of the investment plans) and the companies identified are smaller than Abertis.

In the case of company transactions, PwC has only identified a few recent transactions of companies much smaller than Abertis, and which are also characterised by being individual concessions (single assets) and thus do not reflect value as a group, which is a significant limitation in terms of comparability.

Furthermore, PwC has concluded that the Market Multiples method is not suitable for determining the value per Abertis share.

Net Asset Value of the group

PwC believes that this method would result in values significantly lower than the other methods, even UBV, given that a liquidation of the group’s concessions would be mainly due to unsatisfactory financial performance of each one, giving rise to situations in which they either cannot pay their financial debts or must revert to the authority granting them.

In the first case, financial creditors tend to obtain security interests in the concessions such that they can take ownership of the concession companies in the event of non-payment. In a case of potential liquidation, they may even be sold at prices below market. In the second case of a negative financial outlook and their reversion to the granting authority, it would be difficult for the group to be compensated in amounts greater than construction cost net of amortization and depreciation, without taking into account the higher prices paid in business combinations (surplus over fair value of the concession contracts or goodwill).

This has all led to PwC finding that a potential general liquidation (net asset) value of the group would result in figures lower than the other methods.

PwC did not consider any other valuation method to be necessary for the valuation of the Abertis shares.

Valuation report regarding the Abertis shares issued by "PricewaterhouseCoopers Advisory S.p.A." in compliance with Italian legal provisions

Additionally, as described in Section 2.2.(d).(i) below, on 12 July 2017, "PricewaterhouseCoopers Advisory S.p.A.," as independent expert and for purposes of the provisions of Article 2343 ter of the Italian Civil Code, issued a report on the valuation of the Abertis shares as non-cash compensation for the increase in the share capital approved at the Extraordinary and Ordinary General Meeting of Atlantia held on 2 August 2017, concluding that the unit value of the Abertis shares representing the non-cash compensation for the capital increase is at least 16.50 euros per share, which coincides with the unit value determined by Atlantia’s Board of Directors within the context of the Offer.

(ii) PwC – Valuation report regarding the Atlantia Special Shares

Based on the provisions of Article 14 of the Royal Decree, PwC has prepared an independent expert report to determine the value corresponding thereto, using the discounted cash flows method, concluding with a price range of between 23.31 euros and 25.73 euros per share.

For this purpose, PwC has taken into account by analogy the same methods from Article 10.5 as those used to value the Abertis shares. As explained for the Abertis shares in the preceding paragraphs, PwC has found the DCF method to be the most suitable. The considerations


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regarding the lower or little suitability of the other methods are the same as those considered for Abertis.

In addition, given that the Atlantia Special Shares are subject to a lock-up period preventing the transfer thereof for a particular period of time, PwC has taken into account an additional discount due to the lack of liquidity applicable to the range of values per share obtained, based on generally accepted methods in international practice, and has compared them to recent empirical studies. Specifically, it has estimated a discount of 6%, which is understood as the opportunity cost of not being able to sell these shares in case of an increase in price (or risk of avoiding a loss in case of a decrease) during such lock-up period. This price has been estimated by analogy to a put option, the value of which is deduced from a range of prices per share obtained by the DCF method (which assumes full liquidity).

The methods considered by PwC and the range in value per share resulting from all of them are identified below:

Valuation methods Value per share (euros) Underlying book value ("UBV") of the consolidated group (1) 8.81 8.82

Net asset value of the consolidated group Not calculated as deemed significantly lower Weighted average price per share for the 3- and 6-month period prior to 13 April 2017:

Last 3 months (2) Last 6 months (2)

22.68 22.13

Weighted average price per share for the 3- and 6-month period prior to 12 May 2017:

Last 3 months (3) Last 6 months (3)

23.24

22.35 Value of consideration offered prior to the Tender Offer during the prior year None

Other generally accepted methods Discounted Cash Flows 23.31 25.73 Market Multiples - Comparable publicly traded companies 18.82 19.54

Market Multiples - Comparable transactions Hasn’t been considered Hasn’t been considered

(1) UBV calculated based on the consolidated financial statements of Atlantia at 31 December 2016 (audited) and interim financial statements for the first half of 2017 (subject to limited review).

(2) Weighted average price per share for the 3- and 6-month period prior to 13 April 2017, the last date of listing prior to 18 April 2017, date of the notice of a significant event sent by Abertis to the CNMV with registration number 250769.

(3) Weighted average price per share for the 3- and 6-month period prior to 12 May 2017, the last date of listing prior to 15 May 2017, the date of the notice of significant event sent by Abertis to the CNMV with registration number 252060.

As regards the DCF method, PwC has followed the same particular considerations as for Abertis, to which the following can be added:

• The available historical financial information provided by Atlantia has more detail for the SOTP method, not only at the level of the consolidated financial statements, but also for the individual companies.


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• The financial projections analysed have been checked with the Management and compared to the guidance publicly provided by Atlantia.

• The SOTP method also deals separately with the airport operation concession businesses, with particular estimates and discount rates suitable to this type of business.

In valuing the Atlantia shares, PwC did not consider any other valuation methodology to be necessary. The Exchange Ratio includes the dividend of 0.53 euro per share that was paid on 24 May 2017. If Atlantia pays a dividend other than the one described above, the Exchange Ratio will be subject to a corresponding adjustment.

(d) Information regarding the Atlantia Special Shares offered in consideration

The Atlantia Special Shares will be issued as a new class of shares covered by the resolution to increase the share capital of Atlantia and to amend the Articles of Association approved at the Extraordinary and Ordinary General Meeting of Atlantia's shareholders held on 2 August 2017, pursuant to the terms and conditions described below:

(i) Increase in share capital of Atlantia

In order to adequately provide for the Consideration in Atlantia Special Shares, the Extraordinary and Ordinary General Meeting resolved to increase the share capital of Atlantia, excluding the pre-emptive rights of the current Atlantia shareholders, through the issuance of a maximum of 160,310,000 Atlantia Special Shares, each with a par value of one euro, in the maximum effective amount of 3,794,537,700 euros (of which 160,310,000 euros correspond to the par value and 3,634,227,700 euros to the share premium) (the "Capital Increase"), representing 19.41% of the share capital of Atlantia prior to the Capital Increase and 16.26% of Atlantia's share capital after the Capital Increase (assuming that a maximum of 160,310,000 Atlantia Special Shares will be issued as a result of the implementation of the Capital Increase).

On 14 May 2017, pursuant to the provisions of Article 2440 of the Italian Civil Code, the Board of Directors of Atlantia resolved to use the procedure for increasing share capital using in-kind consideration provided for in Articles 2343 ter and 2343 quáter of the Italian Civil Code. Pursuant to such legal provisions, the determination by Atlantia’s Board of Directors of the actual amount of the Capital Increase (thus including the share premium), may not be greater than the value of the in-kind contribution to be used as consideration for the Capital Increase (i.e., the shares of Abertis), a value that is based on an independent expert’s valuation prepared in accordance with generally recognised principles and standards for the valuation of non-monetary contributions (Article 2343 ter, Section 2, Letter (b), of the Italian Civil Code).

In accordance with the above, the following reports and documents were published on the Atlantia's website (www.atlantia.it) on 12 July 2017 in compliance with the provisions of the Italian law:

(a) the report issued by the Board of Directors of Atlantia dated 3 July 2017 regarding the amendments to the articles of association described in sub-section (ii) below;

(b) the valuation report on the non-monetary consideration for the Capital Increase issued on 12 July 2017 by "PricewaterhouseCoopers Advisory SpA," as an independent expert, for purposes of the provisions of article 2343 ter of the Italian Civil Code, which concludes that the unit value of the shares of Abertis that constitute the non-cash consideration for the Capital Increase is at least 16.50 euros per share, coinciding with the unit value determined by the Board of Directors of Atlantia in the context of the Offer; and

http://www.atlantia.it/


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(c) the report issued on 12 July 2017, by "Deloitte & Touche SpA," as auditor of the accounts of Atlantia, on the fairness of the valuation methods used by Atlantia's directors with respect to the issue price of the Atlantia Special Shares covered by the Capital Increase with an exclusion of the preemptive rights of the Atlantia's shareholders, for the purposes of Article 2441 of the Italian Civil Code.

(ii) Amendment of Atlantia’s Articles of Association with respect to the Capital Increase and other amendments

• Amendment of Atlantia's Articles of Association with respect to the issuance of the Special Shares which shall enter into force upon implementation of the Offer

Under Italian law, nothing prevents an Italian publicly-traded company from issuing new shares belonging to a new class of shares that are non-transferable and thus not accepted for trading on any exchange. Articles 2346 and 2348 of the Italian Civil Code allow Atlantia to issue shares of a special class.

In order to provide support in the articles of association for the creation of the Special Shares as a new class of Atlantia shares, the Extraordinary and Ordinary General Meeting held on 2 August 2017 approved the amendment of the following articles of Atlantia's Article of Association, which, subject to the success of the Offer, will be amended and recorded with the Company Registry (Registro delle Imprese) of Rome, as follows:

– Article 7 of Atlantia’s Articles of Association: The purpose of the amendment approved at the Extraordinary and Ordinary General Meeting of shareholders is to provide that the increases in the share capital of Atlantia may be implemented through the issuance of ordinary shares, Special Shares or shares of other different classes, in accordance with the applicable law. Resolutions relating to the issuance of new shares belonging to an existing class of shares will not require the additional approval of the holders of shares of that class of shares at a separate meeting or of the shareholders of other classes of existing shares of Atlantia at a separate meeting (not even a Special Meeting of Special Shareholders) but it will have to be submitted for the approval of the shareholders at Atlantia’s General Shareholders Meeting.

– Article 8 of Atlantia’s Articles of Association: The purpose of the amendment approved at the Extraordinary and Ordinary General Meeting is to regulate the economic and political rights of the Special Shares. Such shares are registered and each of them gives one voting right, which may be exercised at the (ordinary and extraordinary) General Meeting of shareholders and at the Special Meeting of Special Shareholders.

Pursuant to the provisions of Article 8 of Atlantia’s Articles of Association, the Special Shares have the same economic and political rights as the ordinary shares of Atlantia, except for the right to appoint up to three directors classified as "independent" under Italian Law and Atlantia’s Articles of Association (which classification excludes for these purposes those who hold management positions at companies controlled by Atlantia), within the limit and in accordance with the methods provided for in Article 20 of the Articles of Association identified below.

The Special Shares will be registered, will be indivisible, and will have a par value equal to the value of the ordinary shares (one euro), with the right to receive a dividend as from the date of issuance thereof. Such Special Shares will be represented by book entries in accordance with the provisions of Article 83 bis of


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the Italian Finance Act and the corresponding regulations in implementation thereof, and will be accepted within the centralised management system managed by "Monte Titoli, S.p.A." ("Monte Titoli"). The Special Shares will have their own ISIN code (different from the ISIN of the ordinary shares of Atlantia until the date of the conversion thereof into ordinary shares of Atlantia) and will be registered in the account opened by the intermediary designated for these purposes by the corresponding Abertis shareholder.

Article 8 of the Articles of Association of Atlantia also provides for a lock-up period applicable to the Special Shares. Specifically, until 15 February 2019 (inclusive), there may be no performance or implementation of any transfer, agreement or other transaction (including, without limitation, the sale, exchange, in-kind contribution to a company or other entity, donation, transfer in payment, en bloc transfer, forced or mandatory transfer, merger or spin-off transaction, transfer of a company in operation or any branch of activity thereof) that results in the direct or indirect transfer of the ownership, possession, holding or other total or partial disposition of the Special Shares or the total or partial transfer or exchange, for consideration or otherwise, of any right linked to the Special Shares, including as a result of a squeeze-out of such Special Shares.

The possibility of establishing the transfer of a particular class of shares subject to a lockup period by means of a specific provision of the articles of association is explicitly contemplated in Article 2355 bis of the Italian Civil Code. Pursuant to such article, the articles of association may provide for a class of shares subject to a lockup period that may last for a maximum of up to five years. In the case of the Atlantia Special Shares, the lockup period will end by the end of 15 February 2019, which is less than the aforementioned five-year period.

At the end of the lock-up period, the Special Shares will be automatically converted into ordinary shares based on an equal exchange ratio of one ordinary share for each Atlantia Special Share. This conversion will take place automatically, without the need for any resolution adopted by the shareholders at a General Meeting of shareholders of Atlantia or at a Special Meeting of Special Shareholders. The conversion will not give rise to an appraisal right for either the holders of ordinary shares of Atlantia or the Special Shareholders. Nor will the cancellation of the Atlantia Special Shares or the issuance of ordinary shares be required.

Although ordinary shares resulting from the conversion of the Special Shares may be freely transferred by the holders thereof beginning on 16 February 2019, they may not be transferred on an official secondary market until the date of admission thereof to trading on the Italian Stock Exchange (Borsa Italiana), which will be requested by Atlantia and which is expected to take place on the second trading day after 15 February 2019 (i.e., on 20 February 2019).

– Article 19 of Atlantia’s Articles of Association: Pursuant to the proposed amendment of Article 19 of Atlantia’s Articles of Association approved at the Extraordinary and Ordinary General Meeting of Shareholders, the shareholders acting at a Special Meeting of Special Shareholders will have the sole power to act on the following issues:

(a) Any resolution prejudicial to the rights of the holders of the Special Shares;

(b) the appointment of Directors to which the Special Shareholders are entitled;


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(c) the appointment and revocation of the common representative of the Special Shareholders; and

(d) the creation of a fund to pay the expenses needed to defend the interests of the Special Shareholders, with a maximum limit of 10,000 euros per year.

– Article 20 of Atlantia’s Articles of Association: Pursuant to the proposed amendment of Article 20 of the Articles of Association approved at the Extraordinary and Ordinary General Council, the Board of Directors will be made up of: (i) sixteen members, one of them appointed at the Special Meeting of Special Shareholders of Atlantia if the Special Shares represent a percentage lower than 13% of the share capital of Atlantia; and (ii) eighteen members, three of whom will be appointed at the Special Meeting of Special Shareholders, if the Special Shares represent a percentage equal to or greater than 13% of the share capital of Atlantia.

Once the Offer has been settled, the Atlantia representatives will proceed to record with the Company Registry (Registro delle Imprese) of Rome the amendments to the Articles of Association as approved at the Extraordinary and Ordinary General Meeting held on 2 August 2017 and described in this sub-section (i).

• Amendments to Atlantia’s Articles of Association that will enter into force after the conversion of the Special Shares into ordinary shares

In addition, in order to include in the Articles of Association the rules that will apply to the Special Shares after their conversion into ordinary shares of Atlantia, the shareholders acting at the Extraordinary and Ordinary General Meeting approved other amendments to Article 20 of Atlantia’s Articles of Association (which will come into effect after the conversion of the Special Shares into ordinary shares) along the lines set out below:

– Upon the first renewal of Atlantia’s Board of Directors that occurs after the conversion of the Special Shares into ordinary shares of Atlantia, the number of members of the Board will be reduced from sixteen or eighteen members (as applicable) to fifteen, and a new voting mechanism will be implemented for the appointment of the Board of Directors. Such first renewal will occur at the time of approving Atlantia’s Financial Statements for fiscal year 2018, i.e., no later than 30 June 2019.

– Pursuant to the Director appointment mechanism that is expected to be included in Article 20 of Atlantia’s Articles of Association on occasion of the first renewal of the Board of Directors referred to above, (i) at least nine of the fifteen members will be appointed by the list obtaining a majority of the votes; (ii) three of the fifteen members will be appointed by the minority lists in accordance with a specific distribution mechanism (called the quozienti system); and (iii) three of the fifteen members will be appointed by the list obtaining the highest number of votes among the lists presented by the shareholders of Atlantia individually holding at least 10% of the share capital of Atlantia. This is described in greater detail below.

– As stated above, pursuant to the provisions of Article 20 et seq. of Atlantia's Articles of Association, after the conversion of the Special Shares into ordinary shares, the provisions of the articles regarding the composition and appointment of the Board of Directors will be automatically replaced. The replacement of such provisions will apply automatically, without the need for, among other things, any resolution of the shareholders acting at a General Meeting of Atlantia shareholders or a Special Meeting of Special Shareholders, and such conversion will not give


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rise to separation rights for either the holders of ordinary shares of Atlantia or the Special Shareholders. The representatives of Atlantia will not proceed to record the Articles of Association with the Companies Registry (Registro delle Imprese) of Rome until the offer is settled. When this occurs, it will be recorded with the Company Registry.

– If the conversion takes place, Atlantia’s representatives will record the amended Articles of Association with the Companies Registry (Registro delle Imprese) of Rome.

– Any amendment to the foregoing provisions of the articles will only be valid if it is adopted pursuant to a resolution of the shareholders acting at a General Meeting of shareholders with the favourable vote of the majorities required by law.

Specifically, the replacement provisions of the articles regarding the election of directors provide that Atlantia will be managed by a Board of Directors made up of fifteen members who will be elected as follows:

(a) The appointment of the Directors will not take into account lists that do not obtain a percentage of votes equal to at least one-half of the percentage required for the presentation of the lists, i.e., 1% (in accordance with the percentages published by Consob for large-cap companies each year within thirty days following the end of the fiscal year).

(b) All of the Directors, except for those who must be elected by the "Minority Lists" and the "Significant Minority Lists" (as hereinafter defined) under the provisions of paragraphs (c) and (d) below will be elected in the corresponding order of the list receiving the majority of votes cast (the "Majority List").

(c) Without prejudice to the provisions of paragraph (d) below, three directors will be elected from among those included in the lists who are not in any way connected, even indirectly, to the shareholders who presented or voted on the Majority List (the "Minority Lists," and each a "Minority List"). For these purposes, the votes cast by the Minority Lists will be successively divided by one, two and three, until giving the number of Directors who must be elected. The resulting percentages will be awarded to the candidates on each list, to be classified in decreasing order by the total percentages awarded thereto, with those candidates obtaining the highest percentages being elected.

(d) Three directors will be elected from among those included in the list obtaining the highest number of votes among the lists presented and voted on by at least one shareholder individually holding 10% or more of the share capital (the "Significant Minority Lists," and each a "Significant Minority List"), with the understanding that: (i) the first Significant Minority List will not be taken into account for purposes of the ranking and the percentages mechanism established in paragraph (c) above, but only for purposes of this paragraph (d); (ii) in the absence of a Significant Minority List, the three directors contemplated in this paragraph (d) will be appointed from among those included in the Majority List; and (iii) the possible Significant Minority Lists that do not reach the highest number of votes under this paragraph (d) will compete in the election of the three Directors who must be elected from among those included in the Minority Lists using the mechanism contemplated in paragraph (c) above.


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(e) If the Majority List does not include a number of candidates sufficient to ensure the minimum number of Directors who must be appointed, all of the candidates on such list will be elected, in the consecutive order indicated in the list itself; after the election of the Directors from the Minority Lists under paragraph (c) above and the Significant Minority Lists under the provisions of paragraph (d) above, the remaining Directors will be elected from the list that receives the second highest number of votes. If the total number of candidates on the Majority Lists, the Minority Lists and/or the Significant Minority Lists is less than the number of Directors who must be appointed, the remaining Directors will be elected by the shareholders at a General Meeting of the shareholders of Atlantia by means of a resolution adopted with the majorities required by law, but ensuring the presence of the required number of Directors that comply with the independence requirements established by law and by the Articles of Association and in compliance with applicable legal provisions regarding gender balance among the members of the Board of Directors; after the voting and the procedures indicated above, if the rule on gender balance is breached, the candidates who are elected from among those appearing on the various lists will be included in a single classification list in decreasing order prepared based on the distribution system described in paragraph (c) above (the quozienti system). The candidate from such classification list belonging to the more represented gender and who has the lowest percentage will be replaced by the first non-elected candidate belonging to the less represented gender included on the same list. If such list does not include other candidates, the replacement indicated above must be adopted by means of a resolution of the shareholders acting at a General Meeting of shareholders of Atlantia approved with the majority required by law. If such replacement is not sufficient to reach the minimum gender percentage required by applicable law (i.e., one-third of each gender), the replacement process will be carried out with respect to the candidate belonging to the more represented gender with the second lower percentage, and so on, successively.

If various candidates have the same percentages, the candidate included in the list from which no Director has already been elected or with the lowest number of Directors already elected shall be elected, provided that this complies with the laws applicable to gender balance among the members of the Board of Directors.

In the event of a tie among votes from the list, and thus, in the case of the same percentage, the shareholders will vote again and the candidate receiving the highest number of votes will be elected.

If only one list is duly presented, or if no list is presented, or if for any reason it is not possible to appoint one or more Directors in accordance with the provisions above, the shareholders acting at a General Meeting of shareholders of Atlantia will so decide with the majority required by law and in any case ensuring the presence of the necessary number of Directors meeting the independence requirements established by law and compliance with applicable laws regarding gender balance among the members of the Board of Directors.

(e) Number and amount of shares to be issued in consideration for the Offer

For the payment of the Consideration in Special Shares, Atlantia will have to issue:


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(i) At least 69,700,000 Atlantia Special Shares, in the maximum cash amount of 1,649,799,000 euros, of which 69,700,000 euros would correspond to the par value and 1,580,099,000 euros to the share premium, which would represent 7.78% of the share capital of Atlantia following the settlement of the Offer.

In this case, the amount of the Cash Consideration would reach its maximum amount of 14,691,291,582 euros.

(ii) And no more than 160,310,000 Atlantia Special Shares, in the maximum cash amount of 3,794,537,700 euros, of which 160,310,000 euros would correspond to the par value and 3,634,227,700 euros to the share premium, which would represent 16.26% of the share capital of Atlantia following the settlement of the Offer.

In this case, the amount of the Cash Consideration would be limited to its minimum amount of 12,546,291,582 euros.

In both cases, the issuance will be made at a price of one euro par value per Special Share and 22.67 euro share premium per Special Share.

2.3 Conditions to which the Offer is subject

(a) Minimum acceptance conditions

The Offer and the effectiveness thereof are subject to two minimum acceptance conditions. One general condition regarding the total number of shares included in the acceptances of the Offer and one special condition regarding the minimum number of Abertis shares included in the acceptances that choose the Consideration in Atlantia Special Shares:

(i) The general minimum acceptance condition consists of acceptances of the Offer including a number of Abertis shares representing no less than 50% plus one share of the share capital thereof (the "General Minimum Acceptance Condition"), i.e., no less than 495,190,655 shares, equal to 50% plus one share of the share capital of Abertis.

As provided in Article 33.3 of Royal Decree 1066/2007, Atlantia may waive the Minimum Acceptance General Condition, which will require the prior consent of a majority of the lenders that provided financing for the Offer on the terms described in Section 2.3.(e) of the Prospectus.

(ii) The special minimum acceptance condition consists of acceptances of the Offer including a number of Abertis shares choosing the Consideration in Atlantia Special Shares representing no less than 10.1% of the share capital of Abertis (the "Special Minimum Acceptance Condition"), i.e., no less than 100,000,000 Abertis shares.

Pursuant to Article 31 of the Royal Decree, Abertis may modify the characteristics of the Offer at any time prior to the last five calendar days provided for the acceptance the

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