PRESS RELEASE

SPECIAL GENERAL MEETING OF COMPANY'S SAVINGS SHAREHOLDERS APPROVES NEW PROVISION FOR INCLUSION IN PLAN FOR MERGER OF GEMINA SPA WITH AND INTO ATLANTIA SPA

Fiumicino, 7 August 2013 - The Special General Meeting of Gemina's savings shareholders, held today in first call, has approved, pursuant to art. 146, paragraph 1.b) of Legislative Decree 58 of 24 February 1998, the new provision to be included in the plan for the merger (the "Merger") of Gemina S.p.A. ("Gemina") with and into Atlantia S.p.A. ("Atlantia") concerning the issuance, by Atlantia, of Contingent Value Rights to the holders of Gemina's ordinary and savings shares at the effective date of the Merger.

As already announced to the market, following the approvals by the Boards of Directors of Gemina and Atlantia on 28 June 2013 of an amendment to the plan to merge Gemina with and into Atlantia, intense discussions were held with the CONSOB to obtain permission to list the contingent value rights referred to therein.
On 1 August 2013 the CONSOB, in response to the joint enquiry submitted by Atlantia and Gemina on 17/24 July, replied that "in consequence of the results of the preliminary analysis conducted, we are of the opinion that the high degree of uncertainty of the determinant variables of the financial instrument Atlantia is planning to issue, and based on disclosures to be made on issuance, would make it extremely difficult, if not impossible, to form a well- founded opinion, which is the objective of the information memorandum, on the instrument at the time of issue and throughout its term".
On the same date, the Boards of Directors of Atlantia and Gemina, with the consent of Atlantia's Committee of Independent Directors for Related Party Transactions and Gemina's Board of Statutory Auditors, as required by each company's procedures for related party transactions, resolved to propose to their respective Shareholder Meetings, amendment of the Terms and Conditions of the Contingent Value Rights through the insertion of two specific provisions: one to provide assurance to holders of their ability to easily liquidate the instruments despite the instruments not being listed on a regulated market by granting holders of the Contingent Value Rights a put option exercisable for ten months from the date of issuance of such Contingent Value Rights, and a second entailing the payment of a tax gross-up to Contingent Value Rights holders who, on the allotment date of Atlantia conversion shares, would not have had to pay Italian taxes had the Contingent Value Rights been listed on a regulated market (articles 6bis "Tax gross-up" and 8 "Put option" in the Terms and Conditions).
The CONSOB's reply, together with the above note from the Board of Directors, the opinion provided by the Board of Statutory Auditors pursuant to Gemina's procedure for related party transactions and the proposed amendments to the Terms and Conditions of the instruments were made available for inspection on the Company's website at www.gemina.iton 1 August
2013. The letter regarding amendment of the Terms and Conditions of the Contingent Value
Rights issued by PriceWaterhouseCoopers S.p.A. on 6 August 2013, and received by the
Company today, is also available on the website.
Holders of Gemina's savings shares who have not taken part in deliberation of approval of today's resolution may exercise their right of withdrawal, pursuant to and for the purposes of article 2437, paragraph 1 of the Italian Civil Code, within fifteen days of the resolution by which the shareholders of Gemina, meeting in extraordinary session, approve, if the case may be, the new provision for the Merger Plan being filed with Rome Companies' Register. This date will be announced in a notice to be published in a daily newspaper. In this regard, it should be noted that the redemption value of the Company's savings shares has been fixed at €1.480 per savings share, as calculated in compliance with the provisions of art.
2437-ter of the Italian Civil Code. Finally, the effectiveness of any declarations of withdrawal is subject to completion of the Merger.

Contacts

External Relations Massimiliano Paolucci Tel.: + 39 06/6595.24725 e-mail: pressoffice@adr.it

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