GEMINA SpA : GEMINA: A General Meeting of the Shareholders appoints a Director and approves new provision for inclusion in Merger Plan of Gemina S.p.A. in Atlantia S.p.A.

PRESS RELEASE

Ordinary session of General Meeting:

? Election of a Director

Extraordinary session of General Meeting:

? Approval of new provision for inclusion in Merger Plan

Fiumicino, 8 August 2013 - A General Meeting of the shareholders of Gemina SpA ("Gemina" or the

"Company"), chaired by Fabrizio Palenzona, was held today in first call and approved the following:

- in ordinary session, the election of Lorenzo Lo Presti as a Director of the Company;

- in extraordinary session, the new provision to be included in the plan for the merger (the "Merger") of Gemina with and into Atlantia SpA ("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.

Election of a Director

The Ordinary General Meeting of Gemina's shareholders elected Lorenzo Lo Presti as a Director to replace Mr. Beng Huat Ho who resigned with effect from 30 May 2013. Mr. Lo Presti was elected by majority vote and not by slate vote.

The newly elected Director, Lorenzo Lo Presti, will serve for the remaining term of the current Board of Directors - and, therefore, until the General Meeting called to approve the financial statements for the year ended 31 December 2015 -, and is a non-executive Director. The new Director is also the Chief Executive Officer of Aeroporti di Roma SpA.

The new Director's curriculum vitae is available for inspection on the Company's website at www.gemina.it.

Merger of Gemina with and into Atlantia

The Extraordinary General Meeting of Gemina's shareholders has approved the new provision to be included in the Merger Plan 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 SpA on 6 August 2013, and received by the Company today, is also available on the website.

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A brief report on the votes and the minutes of the Ordinary and Extraordinary General Meeting will be made available for inspection within the deadline and according to the procedures required by law.

Contacts

External Relations Massimiliano Paolucci Tel.: + 39 06/6595.24725 e-mail: [e-mail]