SUPPLEMENT DATED 8 SEPTEMBER 2010 TO THE OFFERING CIRCULAR DATED 22 OCTOBER 2009 Atlantia S.p.A. (incorporated as a joint stock company in the Republic of Italy) Unconditionally and irrevocably guaranteed by Autostrade per l Italia S.p.A. 10,000,000,000 Euro Medium Term Note Programme This base prospectus supplement (the Supplement ) is supplemental to and must be read in conjunction with the Offering Circular dated 22 October 2009 (the Offering Circular ) prepared by Atlantia S.p.A. (the Issuer ) with respect to its 10,000,000,000 Euro Medium Term Note Programme (the Programme ). Terms defined in the Offering Circular have the same meaning when used in this Supplement. This Supplement has been approved by the Irish Financial Services Regulatory Authority (the Financial Regulator ), as competent authority under Directive 2003/71/EC (the Prospectus Directive ). The Financial Regulator only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Each of the Issuer and Autostrade per l Italia S.p.A. (the Guarantor ) accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been prepared pursuant to Article 16.1 of the Prospectus Directive. This Supplement and the information incorporated by reference herein are available for viewing, and copies may be obtained from, the registered office of the Issuer and from the specified offices of the Paying Agent for the time being in London and Dublin. With effect from the date of this Supplement, the Offering Circular shall be amended and supplemented in the manner described in this Supplement and each reference in the Offering Circular to Offering Circular shall be read and construed as a reference to the Offering Circular as amended and supplemented by this Supplement. To the extent that there is any inconsistency between (a) any statements in or incorporated by reference into this Supplement and (b) any statement in or incorporated by reference into the Offering Circular, the statements in this Supplement will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Offering Circular has arisen or been noted since the publication of the Offering Circular. Investors should be aware of their rights under Article 16.2 of the Prospectus Directive.
DOCUMENTS INCORPORATED BY REFERENCE The following information has been filed with the Irish Stock Exchange and shall be deemed to be incorporated by reference into the Offering Circular and shall supplement the section entitled Incorporation by Reference in the Offering Circular on page iv thereof: (a) (b) the audited consolidated financial statements of Atlantia as at and for the year ended 31 December 2009 with the accompanying auditors report; and the unaudited condensed interim consolidated financial statements of Atlantia as at and for the six months ended 30 June 2010 with the accompanying review report, in each case together with the accompanying notes (where applicable). 2
Presentation of Financial and Other Data ADDITIONS TO THE OFFERING CIRCULAR The information set out below shall supplement the section of the Offering Circular entitled Presentation of Financial and Other Data and shall be deemed to be incorporated in the Offering Circular in its entirety at page v, immediately below the paragraph ending with the words the figures which precede them. First Time Application of IFRIC 12 With effect from 1 January 2010, the Group publishes its consolidated financial statements applying IFRIC 12, the International Accounting Standards Board interpretation governing the method of accounting for and measuring service concession arrangements. IFRIC 12 provides that operators may not recognise as property, plant and equipment the public service infrastructure that will be relinquished at the end of the concession because the contractual service arrangement does not convey the right to control the infrastructure, but only the right to use it to provide a public service in accordance with the terms specified in the contract with the grantor. This right may be classified as a financial asset or as an intangible asset, depending on whether there is an unconditional contractual right to receive consideration regardless of effective use of the infrastructure asset (e.g. in the case of availability payments or guaranteed minimum revenues), or a right to charge the users of the public service (e.g. the cases of direct tolling or shadow tolls ). Following analysis of the Group s existing concessions, IFRIC 12 was deemed to apply to all the concession arrangements to which the Group is party. The interpretation is also applicable to concession arrangements involving associates and joint ventures of the Group. In accordance with IAS 8, on first-time adoption the provisions of IFRIC 12 must be applied retrospectively, reassessing the effects that adoption would have had at 1 January 2009 (the beginning of the reporting period used for comparative purposes) and attributing the effects to components of equity. However, if it is impracticable to apply IFRIC 12 retrospectively, IFRIC 12 allows the operator, at 1 January 2009, to apply the interpretation prospectively and: (i) identify and recognise the financial assets and intangible assets that existed at that date; (ii) use the previous carrying amounts of those financial and intangible assets (however previously classified) as their carrying amounts under IFRIC 12 as at that date; and (iii) test the financial and intangible assets recognised at that date for impairment. For financial statements published after 1 January 2010, the Group adopted IFRIC 12 retrospectively for the concession arrangements entered into by Autostrade Italia, Società Autostrada Tirrenica, Torino Savona, Stalexport Autostrada Malopolska SA and Sociedad Concesionaria de Los Lagos SA. However, given the significant difficulties in reconstructing the related historical data, prospective application of IFRIC 12 was adopted in the case of the subsidiaries Strada dei Parchi, Mont Blanc Tunnel, Raccordo Autostradale Valle d Aosta, Tangenziale di Napoli, Autostrade Meridionali and Port Mobility. For additional information on the impact of the adoption of IFRIC 12 on the Group s income statement and statement of financial position, see the discussion and related reconciliation statements in the unaudited condensed interim consolidated financial statements of Atlantia as at and for the six months ended 30 June 2010 incorporated herein by reference. Recent Developments The information set out below shall supplement the section of the Offering Circular entitled Business Description of the Group and shall be deemed to be incorporated in the Offering Circular in its entirety at page 67, immediately below the paragraph ending with the words and do not need to be put to public tender. 3
Recent Events Credit Rating On 13 July 2010, Standard & Poor s confirmed its ratings assigned to Atlantia and Autostrade Italia (long-term A-, short-term A-2) and revised its outlook from stable to negative. Planned sale of Strada dei Parchi In light of expressions of interest to purchase Strada dei Parchi and the subsequent commencement of negotiations to sell the Group s 60% interest in Strada dei Parchi, this company s contribution to the Group s consolidated income statement for the six months ended 30 June 2010 is accounted for in Profit/(Loss) from discontinued operations/assets held for sale, as required by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, rather than included in each component of the consolidated income statement for continuing operations. As a result, Strada dei Parchi s contribution to the comparative consolidated income statement for the first half of 2009 has also been reclassified with respect to the statement published in the consolidated interim report for the six months ended 30 June 2009. With regard to amounts in the reclassified consolidated statement of financial position at 30 June 2010, the non-current components attributable to Strada dei Parchi have been reclassified, based on their nature (financial or non-financial), to current assets and liabilities, in accordance with IFRS Autostrade Cile to merge with and into Autostrade Sud America S.r.l. The Merger Plan for the merger of Autostrade Cile with and into Autostrade Sud America S.r.l. ( ASA ) was filed with the Milan Companies Register on 30 June 2010. Autostrade Italia and SIAS each hold a 45% interest in ASA s share capital, with the remaining 10% held by Mediobanca S.p.A. ASA holds interests in Sociedad Concesionaria Costanera Norte SA and Sociedad Concesionaria AMB SA, which operate motorways under concession in the metropolitan area of Santiago, Chile. In 2009 Autostrade Cile (a company jointly owned by Autostrade Italia and SIAS) acquired a number of investments in companies that also operate motorways in the metropolitan area of Santiago from the Itinere group. The acquired investments were: 50% of Sociedad Concesionaria Autopista Vespucio SUR, 100% of Sociedad Concesionaria Autopista Nororiente, 50% of Sociedad Concesionaria Litoral Central, 50% of Operalia SA and 100% of Gesvial SA. The Merger Plan will bring the group companies of Autostrade Cile and ASA under the control of a single parent. Following the merger of Autostrade Cile and ASA, Atlantia and SIAS will each hold 45.7% of the surviving company, corresponding to an economic value of 524 million each. The merger is expected to, among other things, simplify the corporate structure of the Chilean assets and is part of a plan designed to realize the value of the ASA-Autostrade Cile groups, which may include a future initial public offering. Regulatory The information set out below shall be deemed to be incorporated into the Offering Circular in its entirety at page 64 in the section entitled Business Description of the Group Regulatory The Autostrade Italia Concession, immediately below the paragraph ending with the words not initially envisaged in the Single Concession Contract. In compliance with the terms of the Single Concession Agreement, following approval of Law 101/08, a tariff increase of 2.40% was applied by Autostrade Italia from 1 January 2010. The information set out below shall be deemed to be incorporated into the Offering Circular in its entirety at page 66 in the section entitled Business Description of the Group Regulatory Other Group Concessions, immediately below the paragraph ending with the words for all other classes. 4
A tariff increase was applied from 1 January 2010 by the following Motorway Subsidiaries in accordance with their respective concession agreements: Raccordo Autostradale Valle d Aosta (0.94% increase), Torino-Savona (1.47% increase), Società Autostrada Tirrenica (2.11% increase), Tangenziale di Napoli (2.17% increase), Autostrade Meridionali (1.43% increase) and Strada dei Parchi (4.78% increase). In addition, Mont Blanc Tunnel, which operates under a different concession regime based on bilateral agreements between France and Italy, applied a 5.55% increase from 1 January 2010, in accordance with a resolution (dated 20 November 2009) adopted by the Intergovernmental Control Commission of the Mont Blanc Tunnel. This 5.55% increase was the result of the combination of two elements: a 2.05% increase representing the average inflation rate in Italy (2.52%) and France (1.58%) for the period from 1 March 2008 to 31 August 2009 and an additional 3.50% increase approved by the Intergovernmental Control Commission in its resolution of 20 November 2009. The additional funds deriving from the later tariff increase will be used for future investments. Law Decree No. 78 of 31 May 2010 (converted to Law No. 122/2010), introduced an integration of the concession fee payable by the motorway concessionaire to ANAS. In accordance with this law, from 1 July 2010, the concession fees will be increased by an amount equal to 0.001 per kilometre travelled for vehicles in classes A and B and by an amount equal to 0.003 per kilometre travelled for vehicles in classes 3, 4 and 5. Law Decree 78/2010 also authorised ANAS to provisionally apply until 31 December 2011 a lump-sum toll increases at toll stations interconnecting with motorways and orbital motorways operated directly by ANAS. These lump-sum increases amount to 1.00 for toll classes A and B and 2.00 for classes 3, 4 and 5. The Prime Ministerial Decree of 25 June 2010 specified the stations at which to apply the toll increases from 1 July 2010. As a result, Autostrade Italia and the other Italian motorway operators have, from 1 July 2010, applied the increases introduced by the above legislation, alongside the above increases in the concession fee. However, in connection with suits filed by CODACONS and certain other parties against the Italian President of the Council of Ministers and ANAS contesting the basis for the increase in motorway toll charges in the Lazio and Piedmont TAR, these regional administrative courts granted a suspension of Law Decree 78/2010. Following a decree by the Italian Council of State (confirmed by order of 31 August 2010), ANAS directed the motorway concessionaires to suspend the toll increases provided by art. 15 paragraph 2 of Law Decree 78/2010 in the minimum amount of time technically necessary to enact such suspension. For additional information on theses tariff disputes, see the discussion in Significant regulatory aspects and Events after 30 June 2010 in the unaudited interim condensed consolidated financial statements of Atlantia as at and for the six months ended 30 June 2010 incorporated herein by reference. The following paragraphs shall replace the paragraphs under Business Description of the Group Regulatory Other Group Concessions Legal Framework. The Motorway Subsidiaries (with the exception of Mont Blanc Tunnel, which operates under a different concession regime) have been negotiating, on a voluntary basis, the terms of the new single concession agreements with ANAS, pursuant to the provisions of Law 286/06 and subsequent amendments. All the companies (with the exception of Torino-Savona) asked ANAS to revise the concession conditions pursuant to CIPE Directive 39/2007. Torino-Savona, on the other hand, asked ANAS to draw up a single concession agreement based on the previous agreement (without, therefore, altering the concession conditions), informing ANAS of its wish to take advantage of the provisions of art. 3.c.5 of Law 2/09. This gives motorway concessionaires the option of reaching agreement with ANAS on a simplified formula for calculating the annual adjustment to toll charges based on a fixed percentage, to be applied throughout the concession term, for the real inflation rate. During 2009 the Motorway Subsidiaries (with the exception of Mont Blanc Tunnel, which operates under a different concession regime and Autostrade Italia, whose Single Concession Contract came into effect in 2008) and ANAS entered into the new single concession agreements provided for by Law Decree 262/2006, as amended. Following the entry into force of art. 2. c.202 of Law 191 of 23 December 2009, all the concession agreements signed as of 31 July 2010 were approved on condition that the above agreements comply with the requirements contained in the CIPE resolutions approving the agreements, in order to ensure that there is no change in impact on the public finances, without prejudice to the concession agreements already approved. These agreements have yet to come into effect because the adopted CIPE resolutions have not yet been published in the Official Gazette as required by Italian law. 5
Pursuant to the provisions of art. 47, paragraph 3 of Law Decree 78/2010, which is in the process of being converted into law, should an operator fail to modify its concession agreement or the related financial plan in line with the CIPE s requirements, such concession agreement will be deemed not to have been approved and to be subject to the ordinary approval procedures defined by Law Decree 262/2006 and subsequent amendments. Until such time as the Group s other Motorway Subsidiaries enter into the new concession agreements required by Law 286/06, they will continue to operate under Concessions that follow the guidelines set with ANAS in the Standard Concession Agreement. 6