Mundys (formerly: Atlantia SpA)

M&A Activity • Jun 17, 2022

Press release of 17.6.2022

Torino, June 17th 2022 – Public tender Offer for Atlantia S.p.A. ordinary shares launched by Schema Alfa S.p.A. ("BidCo") - Fondazione CRT Communication pursuant to art. 41, par. 2, lett. c., of Consob Regulation 11971/99 ("Regolamento Emittenti")

Fondazione CRT, as communicated in April 22, 2022 press release, decided to increase its commitment to adhere to the public total voluntary tender offer launched by BidCo on Atlantia S.p.A. shares (the "Offer") including in its commitment its entire stake¹. In particular, on the base of the agreement with BidCo and its sole shareholder Schemaquarantadue S.p.A. ("HoldCo"), Fondazione CRT will reinvest in HoldCo the proceeds deriving from the sale of the shares, accepting the Offer, of a shareholding equal to 3% of the share capital of Atlantia (corresponding to n. 24.773.520 shares), while the remaining proceeds deriving from the sale of the entire stake held by Fondazione CRT will not be committed to any reinvestment.

As specified in the agreement and communicated in April 22th 2022 press release. Fondazione CRT's commitment to adhere to the Offer could have been reduced from a maximum of 4.54% of the share capital (corresponding to n. 37.467.409 Atlantia shares) to a minimum of 4,39% (corresponding to n. 36.267.409 Atlantia shares), in case some option contracts underwritten by Fondazione CRT (the " Call Options") had been exercised.

On June 17th 2022, due to the exercise of the Call Options (detailed in the table below) Fondazione CRT settled the relating transactions which generated the net delivery to the counterparties of n. 1.200.000 Atlantia shares (equal to 0.15% of the share capital):

Date	Transaction type	Shares Number	Strike Price in Euro
	17.6.2022 Purchase – due to option 200.000 call exercise		17,00
17.6.2022	Purchase - due to option 400.000 call exercise		17,50

^<sup>1 For more information about the commitment by Fondazione CRT to accept the Offer, please see what announced by BidCo in the notice published pursuant to Article 102, paragraph 1, of Legislative Decree 58/1998 and among the essential information on the CRT Agreement pursuant to art. 130 of the Consob Regulation 11971/ 99 ("Regolamento Emittenti"), available on Atlantia's internet site (www.atlantia.com).

17.6.2022	Purchase - due to option 200.000 call exercise	18,00
17.6.2022	Purchase - due to option 200.000 call exercise	18,50
17.6.2022	Sale - due to option call $ $ 400.000 exercise	18,00
17.6.2022	Sale - due to option call $ 1.000.000$ exercise	18,50
17.6.2022	Sale - due to option call $ 400.000$ exercise	19,00
17.6.2022	Sale - due to option call $ 400.000$ exercise	19,50

Due to the exercise of the Call Options, therefore, Fondazione CRT will adhere to the Offer with a stake of 4,39% of Atlantia share capital (corresponding to n. 36.267.409 Atlantia shares), while the proceeds reinvested in HoldCo will not change and will correspond to the proceeds received in the Offer for 3% of Atlantia share capital (corresponding to n. 24.773.520 Atlantia shares).