The Minutes of the Ordinary Shareholders’ Meeting have been translated into English solely for the convenience of the international reader. In the event of conflict or inconsistency between the terms used in the Italian version of the document and the English version, the Italian version shall prevail, as the Italian version constitutes the official
“Società Iniziative Autostradali e Servizi società per azioni”
registered offices in Via Bonzanigo 22, Turin (TO), Italy
subscribed and paid-in share capital EUR 113,750,558.50
tax code and registration number 
at the Register of Companies of Turin 08381620015
MINUTES OF AN ORDINARY SHAREHOLDERS’ MEETING
In the year two thousand and thirteen.
On the eleventh day of the month of April, at 3.00 p.m. (three).
In Turin, in a room located on the basement floor of the building located in Via Bonzanigo  22, the ordinary shareholders’ meeting of the company “Società Iniziative Autostradali e Servizi società per azioni” in abbreviated form “SIAS S.p.A.” met in single calling, a company subject to the management and co-ordination of ARGO FINANZIARIA S.p.A. single-shareholder company, with headquarters Via Bonzanigo 22, Turin (TO), Italy, subscribed and paid-in share capital EUR 113,750,558.50 (one hundred and thirteen million, seven hundred and fifty thousand, five hundred and fifty-eight point fifty), divided up into 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each, tax code and registration number at the Register of Companies of Turin 08381620015.
Pursuant to Article 15 of the Articles of Association, the chair of the meeting was taken by the Chairman of the Board of Directors Bruno BINASCO, born in Tortona (AL), Italy on 6 August 1944, domiciled for his office in Via Bonzanigo 22, Turin (TO), Italy, who, with the consent of the meeting, invited Ms. Monica TARDIVO to act as secretary; the latter accepted and thanked those present.
The Chairman continued, reminding those present that, by means of notice of calling published, in observance of the Articles of Association and current legislation, on 8 (eight) March 2013 (two thousand and thirteen) on the company’s website www.grupposias.it and care of Borsa Italiana S.p.A., as well as on 9 (nine) March 2013 (two thousand and thirteen) in the “Il Sole 24 Ore” newspaper, the ordinary shareholders’ meeting of “Società Iniziative Autostradali e Servizi società per azioni” had been called, in sole calling, for 11 (eleven) April 2013 (two thousand and thirteen) at 3.00 p.m. in this place, in order to discuss and resolve on the following
AGENDA
Ordinary session
1. 2012 Separate Financial Statements, Directors’ Management Report and allocation of the profit for the year; related and consequent resolutions. 
Examination of the 2012 consolidated financial statements
2. Measures pursuant to Article 2386 of the Italian Civil Code; related and consequent resolutions.
3. Remuneration report, pursuant to Article 123 ter of Italian Legislative Decree No. 58 dated 24 February 1998; related and consequent resolutions.
Extraordinary session
4. Proposal for the adaptation of the Articles of Association to the provisions of Italian Law No. 120 dated 12 July 2011 and the provisions of Italian Legislative Decree No. 27 dated 27 January 2010: amendment of Articles 9, 16, 21, 26, 27, 34 and introduction of a new Article 36. Related and consequent resolutions.
The Chairman disclosed and declared: 
- that 256 (two hundred and fifty-six) parties were present or represented by proxy, with the right to attend the meeting and exercise the right to vote, holders of 176,440,862 (one hundred and seventy-six million, four hundred and forty thousand, eight hundred and sixty-two) ordinary shares equating to around 77.56% (seventy-seven point fifty-six percent) of the total 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each, representing the entire share capital, as emerges from the communications of the qualified intermediaries bearing witness to the afore-mentioned right, 
of which 4 (four) shareholders in person and 252 (two hundred and fifty two) represented by proxy.
- that the company does not own any treasury shares; 
- that on behalf of the Board of Directors, the following individuals were present, in addition to the Chairman: Paolo PIERANTONI, Managing Director, Alberto SACCHI, Managing Director, Giovanni ANGIONI, Enrico ARONA, Alessandro BRAJA, Ernesto Maria CATTANEO, Stefano CASELLI, Daniela GAVIO, Nicola PAOLANTONIO, Graziano SETTIME;
- that on behalf of the Board of Statutory Auditors, the following Statutory Auditors were present: Luigi RINALDI, Chairman, Giorgio CAVALITTO.
Apologies for absence, for the Board of Directors, had been received from Beniamino GAVIO and Ferruccio PIANTINI.
Apologies for absence, for the Board of Statutory Auditors, had been received from Alfredo CAVANENGHI. 
 The Chairman continued with the meeting’s business, formally acknowledging that:
- Roberto PETRIGNANI was present, in his capacity as common representative of the bondholders, reconfirmed in this office by the Bondholders’ Meeting held on 27 (twenty-seven) January 2011 (two thousand and eleven);
- Santo RIZZO, Alessandro PUCCIONI and Silvia PASQUETTAZ were present on behalf of the Independent Auditors Deloitte & Touche S.p.A.; 
- the disclosure and communication fulfilments envisaged by current legislation had been duly accomplished vis-à-vis Consob, Borsa Italiana S.p.A. and the general public;
- further to the afore-mentioned communications, no observations were sent to the company by Consob;
- the documentation envisaged by current legislation has been filed care of the registered offices of the company and care of Borsa Italiana S.p.A. as well as with Consob and had also been published on the Company’s website: www.grupposias.it;
- all those attending the meeting had been given, when entering the room, the documentation relating to today’s meeting;
- for the purposes of the meeting and resolution quorums, the current subscribed and paid-in share capital amounts to EUR 113,750,558.50 (one hundred and thirteen million, seven hundred and fifty thousand, five hundred and fifty-eight point fifty) and is represented by 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each; 
- the number of shareholders recorded in the Shareholders’ Register as of the date of the meeting was 4,256 (four thousand, two hundred and fifty-six); 
- the proxies for representation during the shareholders’ meeting had been checked and that they emerged as being regular in accordance with current regulations; the identity of those attending had also been checked along with their right to take part in the business of the meeting.
The Chairman therefore declared the meeting satisfied quorum requirements in sole calling and was qualified to resolve on the business placed on the agenda. 
Furthermore, the Chairman disclosed that, pursuant to current regulations, on the date of publication of the notice of calling the proxy form for taking part in the meeting had been included on the company’s website.
Continuing, he disclosed that:
- the company had not received any request to add to the agenda, as per Article  126 bis of Italian Legislative Decree No. 58/1998;
- no questions were posed before the meeting, as per Article 127 ter of Italian Legislative Decree No. 58/1998, with the exception of the questions received from the Shareholder Marco Bava which, together with the related replies, have been handed over in copy form to those taking part in the meeting and, upon the request of the shareholder, will be attached to the minutes (enclosure “A”);
- the parties who hold, directly or indirectly, more than 2% (two percent) of the share capital subscribed represented by shares with voting rights, according to the records contained in the Shareholders’ Register, as supplemented by the communications received pursuant to Article 120 of the Consolidated Law and by other available information, are as follows:
1. GRUPPO AURELIA: No. 158,814,833 (one hundred and fifty-eight million, eight hundred and fourteen thousand, eight hundred and thirty-three) shares equating to 69.808% (sixty-nine point eight hundred and eight percent):
* directly Aurelia S.r.l.: 14,171,898 (fourteen million, one hundred and seventy-one thousand, eight hundred and ninety-eight) shares equating to 6.229% (six point two hundred and twenty-nine percent);
* indirectly 356,733 (three hundred and fifty-six thousand, seven hundred and thirty-three) shares equal to 0.157% (nought point one hundred and fifty-seven percent) via Argo Finanziaria S.p.A.;
* indirectly 140,378,186 (one hundred and forty million, three hundred and seventy-eight thousand, one hundred and eighty-six) shares equating to 61.704% (sixty-one point seven hundred and four percent) via ASTM S.p.A.;
* indirectly 3,908,016 (three million, nine hundred and eight thousand and sixteen) shares equating to 1.718% (one point seven hundred and eighteen percent) via S.I.N.A. S.p.A.;
2. ASSICURAZIONI GENERALI GROUP: 8,267,255 (eight million, two hundred and sixty-seven thousand, two hundred and fifty-five) shares equating to 3.634% (three point six hundred and thirty-four percent):
* directly Assicurazioni Generali S.p.A.: 4,250,000 (four million, two hundred and fifty thousand) shares equating to 1.868% (one point eight hundred and sixty-eight percent);
* indirectly 3,200,000 (three million, two hundred thousand) shares equating to 1.407% (one point four hundred and seven percent) via Generali Vie S.A.;
* indirectly 817,255 (eight hundred and seventeen thousand, two hundred and fifty-five) shares equal to 0.359% (nought point three hundred and fifty-nine percent) via Alleanza Toro S.p.A.; 
3. LAZARD ASSET MANAGEMENT LLC: 11,386,942 (eleven million, three hundred and eighty-six thousand, nine hundred and forty-two) shares equating to 5.005% (five point nought nought five percent); 
- those participating in the meeting had been invited to reveal any lack of right to vote in pursuance of current legislation;
- as permitted by Article 2 of the “General Meeting Regulations”, a number of executives and employees of the company and Group companies were present as general meeting operators;
- the journalist Gianni Montani from the REUTERS press agency was present;
- a recording system was in place for the purpose of facilitating the minute-taking task; 
- all those who intend to leave the room before the end of this Meeting, had been invited to communicate this fact to the Secretary handing over their voting form;
- the replies to the questions formulated during the meeting would be given after the conclusion of all the presentations on the point on the agenda of the extraordinary session of the Meeting.
He also disclosed that, in relation to the requests contained in the Consob resolutions relating to the disclosure to be provided during shareholders’ meeting, the name list of the participants in the meeting would be attached to the minutes (enclosure “B”), acting in person or via proxy, with the prescribed indications, as well as for each individual vote the list of the shareholders who have voted for, against, who have abstained or who have requested to remove themselves, indicating the related number of votes.
The Chairman pointed out that the voting would take place by means of a show of hands.
Therefore, he passed on to the handling of the first point on the agenda of the ordinary meeting.
1. 2012 Separate Financial Statements, Directors’ Management Report and allocation of the profit for the year; related and consequent resolutions. 
Examination of the 2012 Consolidated Financial Statements
The Chairman stated for the record that the financial statements, approved by the Board of Directors in the meeting held on 8 (eight) March 2013 (two thousand and thirteen), has been made available to the general public, care of the registered offices and Borsa Italiana S.p.A., as well as published on the company’s website, as from 20 (twenty) March 2013 (two thousand and thirteen). At the same time, the reports of the independent auditors Deloitte & Touche S.p.A. and the Board of Statutory Auditors had been published. 
He therefore disclosed that the above had been divulged by means of press release on 20 (twenty) March 2013 (two thousand and thirteen) and by means of notice published on 21 (twenty-one) March 2013 (two thousand and thirteen) in the “Il Sole 24 Ore” newspaper.  
He formally acknowledged that the document had also been handed over to those taking part in the meeting and would be attached to the minutes (Management Report (enclosure “C”); Financial statements and related attachments (enclosure “D”); Report of the Board of Statutory Auditors (enclosure “E”); Independent Auditors' Report (enclosure “F”). 
He observed that the financial statements had been prepared, on the basis of the matter laid down by Article 4.1 of Italian Legislative Decree No. 38, dated 28 February 2005, in accordance with the international accounting standards (IAS/IFRS) issued by the International Accounting Standard Board (IASB) and approved by the European Commission.  
It is emphasised that “IFRS” is understood to mean all the revised international accounting standards (“IAS”) and all interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), previously known as the Standing Interpretations Committee (“SIC”).  
He indicated that, as already occurred in previous years, it had been decided to summarise both the significant events during the year for the Parent Company and those regarding all the consolidating Companies in one single Report, thereby avoiding inevitable repetitions which derive from the duplication of the Reports.  
He therefore revealed that the consolidated financial statements are no longer accompanied by their own independent Report.   
Continuing with the business of the meeting, he wished to point out that the suspension of the toll adjustments relating to the subsidiaries SATAP and ATIVA had been revoked. On 9 (nine) April 2013 (two thousand and thirteen), in fact, the Interministerial Decrees had been signed - by the Minister for Infrastructures and Transport and the Minister for the Economy and Finance - revoking the suspension of the toll adjustments, relating to 2013 (two thousand and thirteen), originally laid down vis-à-vis the subsidiaries SATAP S.p.A (A4 stretch: Turin-Milan and A21 stretch: Turin-Piacenza) and ATIVA S.p.A.. 
Accordingly, as from 12 (twelve) April 2013 (two thousand and thirteen), steps will be taken to adjust the tolls (SATAP - A4 stretch: +10.83% (ten point eighty-three percent), SATAP - A21 stretch: +9.92% (nine point ninety-two percent), ATIVA: +7.03% (seven point nought three percent).
The toll increases relating to 2013 (two thousand and thirteen) are therefore as follows:
		        	INCREASE %            START DATE
SATAP S.p.A. - A4 stretch	10.83		  12 April 2013
SATAP S.p.A. - A21 stretch	9.92		  12 April 2013
ATIVA S.p.A.		7.85( *)		  12 April 2013
Autocamionale della Cisa S.p.A.	7.39		  1 January 2013
Autostrada Asti-Cuneo S.p.A.	7.20		  1 January 2013
Autostrada dei Fiori S.p.A.	3,70		  1 January 2013
SALT S.p.A.		3.93		  1 January 2013
SAV S.p.A.		11.55		  1 January 2013
Autostrada Torino-Savona S.p.A.	2.24		  1 January 2013
(* ) of which 0.82 acknowledged as from 1 January 2013).
Having taken into account the suspension made with regard to the tolls relating to the afore-mentioned concession holders, the toll “effect” on the toll revenues for 2013 (two thousand and thirteen) can be estimated to the extent of around 6% (six percent).
As part of the process for the five-year up-date of the economic/financial plans, whose conclusion is envisaged by 30 (thirty) June 2013 (two thousand and thirteen), the recovery consequent to the suspension of the toll adjustment for the period running between 1 January 2013 (two thousand and thirteen) and today’s date will be determined, and will be acknowledged as from the toll adjustments for 2014 (two thousand and fourteen).
He therefore emphasised that the positive outcome of the appeal and the consequent adjustment of the tolls had made it possible to put right a vulnus.
At this point he disclosed that the dossier also included, as an attachment to the Management report, the “Annual report on corporate governance and ownership structure”.
He disclosed that the Report - prepared according to the “Guidelines for drawing up the annual corporate governance report” pursuant to Article 123-bis of the CFA, takes into account the explanatory criteria and methods contained in the “format” prepared by Borsa Italiana S.p.A. in February 2013.
He indicated that the Report had been made available to the general public, care of the registered offices and Borsa Italiana S.p.A., as well as published on the company’s website, at the same time as the financial statement documents, and attached to these minutes (enclosure “C”). 
Therefore, he read out the proposal for the allocation of the profit contained in the Report which is indicated below:
“Shareholders,
the Board of Directors hereby proposes: 
- to approve the financial statements as at 31 (thirty-one) December 2012 (two thousand and twelve), which close with a net profit of EUR 446,249,714 (four hundred and forty-six million, two hundred and forty-nine thousand, seven hundred and fourteen); 
- to allocate the profit for the period equal to EUR 446,249,714 (four hundred and forty-six million, two hundred and forty-nine thousand, seven hundred and fourteen) – i.e. a residual amount of EUR 377,999,379 (three hundred and seventy-seven million, nine hundred and ninety-nine thousand, three hundred and seventy-nine) (following the distribution of the 2012 interim dividend of EUR 0.30 (nought point thirty) per share, for a total amount of EUR 68,250,335 (sixty-eight million, two hundred and fifty thousand, three hundred and thirty-five), as approved by the Board of Directors on 2 August 2012 (two thousand and twelve)) – as follows: 
. to the shareholders (as a “dividend”), EUR 0.90 (nought point ninety) for each of the 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) shares, as balance of the aforementioned interim dividend for 2012 (two thousand and twelve), for a total of EUR 204,751,005.00 (two hundred and four million, seven hundred and fifty-one thousand, and five). The total dividend per share for 2012 (two thousand and twelve) is therefore equal to EUR 1.20 (one point twenty);
- to the “retained earnings” reserve, the residual amount following the above-proposed allocation of EUR 173,248,374.00 (one hundred and seventy-three million, two hundred and forty-eight thousand, three hundred and seventy-four)”.
Since the financial statements as at 31 (thirty-one) December 2012 (two thousand and twelve), as already mentioned, have been made available by the prescribed deadline and have been distributed in copy form to those present, and attached to the minutes (Enclosure “D”), with the consent of those present, he proposed to omit the reading out of the same.
He then gave the floor to the Chairman of the Board of Statutory Auditors, Luigi RINALDI who informed the shareholders that, the Board of Statutory Auditors, on the basis of the audit activities carried out during the year, having taken due note of the opinion expressed by the Independent Auditors Deloitte & Touche S.p.A., did not reveal any reasons impedimental to the proposal for the approval of the financial statements as at 31 (thirty-one) December 2012 (two thousand and twelve) and the proposal for the allocation of the profit for the year made by the Board of Directors.
Mr. Santo RIZZO from the Independent Auditors “Deloitte & Touche S.p.A.” took the floor and disclosed that, according to the opinion of the Independent Auditors “Deloitte & Touche S.p.A.”, the financial statements for the year ended 31 (thirty-one) December 2012 (two thousand and twelve) of SIAS S.p.A. were compliant with the International Financial Reporting Standards adopted by the European Union, as well as the instructions issued by way of implementing Article 9 of Italian Legislative Decree No. 38/2005; said financial statements had been clearly drafted and gave a true and fair view of the equity and financial position, economic result and cash flows of SIAS S.p.A. for the year ended as at said date.
The Chairman once again took the floor and:
(i) disclosed that 259 (two hundred and fifty-nine) parties were present or represented by proxy, with the right to attend the meeting and exercise the right to vote, holders of 176,556,262 (one hundred and seventy-six million, five hundred and fifty-six thousand, two hundred and sixty-two) ordinary shares equating to around 77.61% (seventy-seven point sixty-one percent) of the total 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each, representing the entire share capital, as emerges from the communications of the qualified intermediaries bearing witness to the afore-mentioned right, of which 5 (five) shareholders in person and 254 (two hundred and fifty-four) represented by proxy;
(ii) declared the discussion open, specifying that all the questions having been collected, steps would be taken to provide the related answers.
The shareholder GNAVI took the floor and thanked the company for the excellent result achieved once again this year and asked whether the company has taken into consideration the possibility of increasing the share capital as a bonus issue, rather than distributing the considerable dividend. 
The Chairman thanked the shareholder GNAVI and gave the floor to the shareholder BAVA who, preliminarily, reminded those present of the addresses of the related websites. 
He expressed pleasure in observing that Mr. BINASCO chaired the meeting and recalled that - the same - represents the recorded memory of the Gavio Group together with Ms. GAVIO.
He disclosed that he had read the answers provided to his questions with interest (presented before the meeting ) and, inviting those present to collect - at the entrance - the envelope containing the questions and answers, requested further clarification and specifically:
(i) in relation to question No. 3, he requested if he could be informed of the party who handles the “shareholders’ register”, the shareholders’ meetings and - in particular - he wanted to know the related cost. He requested the Chairman to attach the questions and answers to the minutes and made the request whether, as from the next meeting, his questions (together with the related answers) could be included directly in the general meeting dossier.
He congratulated the company for the answers received; he also showed his satisfaction for the financial operations, since the Group had managed to negotiate - with the banks - lending rates of between 3.35% (three point thirty-five percent) and 3.55% (three point fifty-five percent). 
He complained of the Company’s lack of environmental sensitivity which could represent - in his opinion - a factor of growth for the Motorway Sector. Therefore, he requested that he be able to discuss with the company for the purpose of being able to develop aspects linked to road safety as well as projects for energy generation via the movement of vehicles on the motorway;
(ii) with regard to question No. 17: he indicated, with satisfaction, that the company presented “low” borrowing rates and requested information with regard to the Company’s net financial position as of the Meeting’s date;
(iii) in relation to question No. 22, he wanted to know what the percentage was in terms of royalties deriving from the service areas in relation to total sales revenues relating to the Motorway sector and requested - as well - what the trend was for the sales revenues per sector, from the start of the year up to the date of the meeting. He also observed that along the motorway stretches managed by the Group, specific signs had not been positioned indicating the prices of fuel and requested the Chairman to take steps in this connection; 
(iv) in relation to question No. 28: he invited the company to reduce advertising expenditure a far as possible, since the same - in his opinion - did not require this type of outlay;
(v) with regard to question No. 31: he emphasised that - from the news published in the newspapers - it would emerge that the Gavio Group had disbursed loans to political parties/ associations and requested clarification - with regard to the same - referring to the Gavio Group and not just SIAS; 
(vi) with regard to question No. 37: he wanted to know the breakdown of the donations of the Group which - as indicated in the answers provided - amounted to EUR 143,000 (one hundred and forty-three thousand);
(vii) in relation to question No. 41, he also wanted to know which legal proceedings the Chairman Mr. BINASCO was involved in;
(viii) in relation to question No. 51: he called the company’s attention to the data provided and the importance of the regulations pursuant to Article 2622 of the Italian Civil Code.
The Chairman thanked the shareholder and, since there were no further questions, replied to the shareholder GNAVI that the company had not - to date - taken into consideration a bonus increase of the share capital.
Passing on to the questions posed by the shareholder BAVA, the Chairman emphasised that he had always been present, in his capacity as Chairman, at the SIAS shareholders’ meetings since the date of its establishment.
In reply to question No. 3: the Chairman gave the floor to the Director Mr. Settime who disclosed that: (i) the company had paid a total of EUR 56,000.00 (fifty-six thousand point nought nought) to Monte Titoli care of which the management of the SIAS shares is centralised, (ii) the updating of the shareholders’ register is carried out by Group employees and (iii) in response to question No. 52 he specified that the “external costs” incurred relating to shareholders’ meeting amounted - in 2012 - to EUR 67,000.00 (seventy-seven thousand point nought nought) and include: publication of the notices in newspapers, translation of corporate documents, notarial costs, filing care of the Chamber of Commerce, etc..
The Managing Director, Mr. Sacchi took the floor and in reference to question No. 17: communicated that the net financial position of the company as at 31 March 2013 would be available as from 10 May 2013 (date when the figures relating to the 1st quarter of 2013 will be divulged). 
In relation to question No. 22: he observed that the breakdown of the sales revenue and its composition - as of 31 March 2013 - would also be available as from 10 May 2013; the royalties - continued Mr. Sacchi - on average represent 5% of the total “motorway sector revenue”.
With reference to question No. 28: the Chairman agreed with the shareholder Bava that the company did not need investment in advertising expenditure, but emphasised that the EUR 18,000.00 (eighteen thousand point nought nought) paid in 2012 represented a paltry amount if placed in relation to the Group’s business turnover. 
With regard to question No. 31: the Chairman reaffirmed that, within the sphere of the SIAS group, no loans were made to trade unions, political parties or movements, consumer or shareholders associations during 2012.
In relation to question No. 37: he observed that the sum of EUR 143,000.00 (one hundred and forty-three thousand) paid in 2012 (what is more somewhat modest in relation to the Group’s turnover) related to donations made in favour of religious institutions, medical-healthcare associations, as well as cultural associations. 
With regard to question No. 41, Chairman declared that he was subject to criminal proceedings by the Turin and Monza director of public prosecution’s offices.
With regard to question No. 51: the Chairman confirmed the matters already indicated in the reply included in the questionnaire presented by the shareholder BAVA.
With regard to the question relating to the alleged lack of interest for the environment, ecology and renewable energies sector, the Chairman observed that SIAS - in that it is an industrial holding company - is not involved in such aspects. By contrast, with regard to the concessionary companies controlled by the Group, the floor was given to the Managing Director Mr. Pierantoni who disclosed that - with regard to environmental matters - each year tens of million of euro are invested, with particular attention to acoustic protection, mitigation of the environmental impact, etc.. With regard to the energy aspect, Mr. Pierantoni continued recalling that certain subsidiaries are developing, on certain motorway sections, energy generation measures by means of photovoltaic installations, with the aim of achieving a general reduction in consumption from “traditional” sources and with the consequent accomplishment of energy efficiency.
In greater detail, he reported that, the subsidiary concession holder SALT is currently constructing a photovoltaic plant which uses just the land around the motorway slip roads, without the need for further use of the area.
He also revealed that certain types of energy efficiency measures are being studied and developed with a consequent reduction of the environmental impact. 
The shareholder BAVA once again took the floor and expressed thanks for the answers provided, requesting that - using electronic display boards - fuel prices be displayed along the motorway stretches managed by the Group. 
The Chairman once again took the floor and, preliminarily, reaffirmed the Group’s interest in developing new techniques for the production of alternative energy; with regard to the display of fuel prices, he pointed out that the electronic display boards showing fuel prices - distracting drivers from what they are doing - represent a possible cause of accidents; consequently, SIAS has deemed it appropriate to postpone installation of the same. 
The shareholder BAVA intervened once again to highlight that, in other nations, law imposes that electronic display boards are present on the motorway within indication of fuel prices applied in the various service stations.
There being no further requests for the floor, Chairman declared the discussion closed and, before passing on to the voting, revealed that for the audit activities, the following fees have been charged by Deloitte & Touche S.p.A.:  
- audit of the separate financial statements: EUR 9,000.00 (nine thousand point nought nought) - 85 (eighty-five) hours;
- limited audit of the half-yearly financial report: EUR 5,000.00 (five thousand point nought nought) - 50 (fifty) hours;
- assessment of regular bookkeeping EUR 3,000.00 (three thousand point nought nought) - 30 (thirty) hours;
- agreed auditing procedures for the quarterly reports at 31 (thirty-one) March and 30 (thirty) September: EUR 2,000.00 (two thousand point nought nought) - 20 (twenty) hours;
fees in line with that quoted in the proposal originally approved by the Shareholders’ Meeting. 
In order to provide complete disclosure, he also pointed out that, pursuant to Article 149 duodecies of the CONSOB Resolution No. 11971/99 (Regulation on Issuers), within the sphere of the separate financial statements, the item “Fees paid to the independent auditors” contains details of the fees paid for 2012 (two thousand and twelve) to Deloitte & Touche S.p.A. and the companies belonging to the “network” of the independent auditors for services provided to SIAS S.p.A. and its subsidiaries.
The Chairman:
- disclosed that 259 (two hundred and fifty-nine) parties were present or represented by proxy, with the right to attend the meeting and exercise the right to vote, holders of 176,556,262 (one hundred and seventy-six million, five hundred and fifty-six thousand, two hundred and sixty-two) ordinary shares equating to around 77.61% (seventy-seven point sixty-one percent) of the total 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each, representing the entire share capital, of which 5 (five) in person and 254 (two hundred and fifty-four) represented by proxy;
- therefore he put the Management Report with the proposal for the allocation of the profit for the year and the financial statements at 31 (thirty-one) December 2012 (two thousand and twelve) to the vote by means of a show of hands, repeating the afore-mentioned proposal.
The Chairman declared the voting closed and communicated that the proposal for the approval of the Management Report, the allocation of the profit for the year and the financial statements at 31 (thirty-one) December 2012 (two thousand and twelve) had been approved by a majority with 
- 176,541,259 (one hundred and seventy-six million, five hundred and forty-one thousand, two hundred and fifty-nine) favourable votes; 
- 15,000 (fifteen thousand) contrary votes;
- 3 (three) abstaining shares. 
The names of those who had expressed a favourable vote, contrary vote or which abstained, are indicated in the list which is attached to these minutes (enclosure “G”). 
The Chairman disclosed that, in compliance with the instructions imparted by Borsa Italiana S.p.A., the dividend will be available for payment as from 18 (eighteen) April 2013 (two thousand and thirteen) with detachment of coupon No. 23. The shares will be listed ex-dividend as from 15 (fifteen) April 2013 (two thousand and thirteen).
Right to the payment of said dividend will be established with reference to the records of the accounts indicated by Article 83 quater, section 3 of Italian Legislative Decree No. 58 dated 24 February 1998, relating to the deadline of the accounting date of 17 (seventeen) April 2013 (two thousand and thirteen) (record date).
He specified that this dividend includes an “extraordinary component” related to the capital gain generated by the sale of Autostrade Sud America S.r.l, or:.
Dividend (EUR per share)         Interim 2012        Balance 2012     	Total 2012
“Ordinary” component (1)           0.16                      0.17                    0.33
“Extraordinary” component         0.14                      0.73                    0.87
Total                              0.30                      0.90                    1.20
(1) In line with the Group’s pay-out policy
As already mentioned, he observed that the consolidated financial statements are not accompanied by an independent Management Report, since steps were taken to draw up a single Report for the separate and the consolidated financial statements. He indicated that the consolidated financial statements had been prepared - on the basis of the matters laid down by Article 3.1 of Italian Legislative Decree No. 38, dated 28 February 2005 - in accordance with the international accounting standards (IFRS) issued by the International Accounting Standard Board (IASB) and approved by the European Commission. IFRS is understood to mean all the revised international accounting standards (“IAS”) and all interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), previously called the Standing Interpretations Committee (“SIC”).
He specified that, in addition to the financial statements of SIAS, the consolidated financial statements include the financial statements of the companies over which it exercises control, suitably adjusted/restated to make them compatible with the norms for the drafting of SIAS’s financial statements and consistent with the IAS/IFRS international accounting standards. 
He observed that control exists when the parent company holds more than 50% (fifty percent) of the voting rights directly or indirectly, that is, it has the power to determine the financial and operational policies of the company. The financial statements of subsidiaries are included in the consolidated financial statements starting from the date upon which control is assumed until the moment when control ceases to exist. Companies over which control is held jointly with minority shareholders, based on agreements with them, are consolidated with the “proportional method”, while those over which “significant influence” is exercised, with regard to financial and operating policies, are evaluated using the “equity method”.
Furthermore, he specified that the subsidiary “Rites s.c.a r.l.” was evaluated with the “equity method” since it is not significant. Consolidating it would not have produced any significant effect on the consolidated financial statements.
The consolidated financial statements of the SIAS Group disclosed a “Group profit - share of profit” amounting to EUR 493 (four hundred and ninety-three) million.
In order to complete the disclosure provided above, he communicated that the fee charged by Deloitte & Touche S.p.A. for the audit of the 2012 (two thousand and twelve) consolidated financial statements of SIAS amounted to EUR 8,000.00 (eight thousand point nought nought) - 80 (eighty) hours, in line with the amount quoted in the proposal originally approved by the Shareholders’ Meeting. 
Before dealing with the second point on the agenda, the Chairman indicated the exit of the shareholder Marco Bava, holder of 3 (three) shares in person.
Therefore, he proceeded with the handling of the second point on the agenda of the ordinary meeting.
2. Measures pursuant to Article 2386 of the Italian Civil Code; related and consequent resolutions.
The Chairman indicated that with regard to the business place in the agenda, an illustrative report had been drawn up which, in compliance with current legislation, had been made available to the general public, care of the registered offices and Borsa Italiana S.p.A., as well as published on the Company’s website, and would be attached to these minutes (enclosure “H”).
A copy of the report had also been distributed to the participants present; therefore, with the consent of those present, he proposed that the reading out of the same be omitted.
The Chairman provided a summary of the salient details of the same which are presented below:
“on 26 (twenty-six) September 2012 (two thousand and twelve) the Company received a communication by means of which Gian Alberto MANGIANTE tendered his resignation from the office of Company Board Director, due to professional reasons. 
Mr. Gian Alberto Mangiante had been appointed by the Ordinary Shareholders’ Meeting held on 27 (twenty-seven) April 2011 (two thousand and eleven) (at the time of renewal of the Management Body, for the years 2011-2012-2013), in the list presented by the Parent Company ASTM S.p.A.. 
Having taken into account the above, pursuant to Article 2386 of the Italian Civil Code, the Board of Directors, on 21 (twenty-one) February 2013 (two thousand and thirteen), by means of resolution approved by the Board of Statutory Auditors, co-opted Giovanni QUAGLIA as Company Director, who remained in office until the date of this meeting. 
He also disclosed that, on 21 (twenty-one) February 2013 (two thousand and thirteen), the Director Maria Teresa BOCCHETTI resigned, due to family reasons, also having been appointed by the afore-mentioned ordinary shareholders’ meeting held on 27 (twenty-seven) April 2011 (two thousand and eleven) in the list presented by the Parent Company ASTM S.p.A. and that the Board had not taken steps to co-opt anyone to replace her.
Due to the above, the Board of Directors, although deferring to the wishes of the meeting any decision relating to the administrative structure and the corporate offices, proposed:
- to confirm the number of Board members as 15 (fifteen), as established by the Company’s ordinary shareholders’ meeting held on 27 (twenty-seven) April 2011 (two thousand and eleven);
- to appoint the already co-opted Director Giovanni QUAGLIA, whose curriculum vitae and the declaration by means of which the same accepts his office and declares, at his own liability, the inexistence of causes of ineligibility and incompatibility, as well as the possession of the requirements laid down for the office, have been published together with the illustrative report;
- to take steps to appoint a new director to replace the outgoing Maria Teresa BOCCHETTI;
with the specification that, pursuant to Article 2386 of the Italian Civil Code, the mandate of Giovanni QUAGLIA and the new Director appointed to replace Maria Teresa BOCCHETTI, will expire together with that of the Directors in office and, therefore, as of the date of the shareholders’ meeting called to approve the financial statements at 31 (thirty-one) December 2013 (two thousand and thirteen).
The shareholders are reminded that, at the time of these appointments, since this involves a mere integration of the Board of Directors already in office, the voting list mechanism will not be applicable”. 
The Chairman therefore gave the floor to the lawyer Alberto Alessandro CARETTA who, in his capacity as representative of ASTM S.p.A., in the name and on behalf of the same, declared the following:
“Since it has not been possible to identify a candidate with a suitable professional profile and in any event deeming that the current composition of the Board of Directors is adequate and well-balanced, it has been decided not to proceed with any appointment in replacement of the out-going Maria Teresa Bocchetti, thus - as a consequence - for the remaining period of applicability of the current board mandate, the number of Board members will be reduced.
In light of the above, therefore the following was 
Proposed
1. to reduce the number of the members of the Board of Directors from 15 (fifteen) to 14 (fourteen) re-establishing, as per Article 16 of the Articles of Association, the number of Directors as 14 (fourteen) for the remaining period of applicability of the current management mandate and, therefore, until approval of the financial statements at 31 (thirty-one) December 2013 (two thousand and thirteen); 
2. to appoint the already co-opted Director Giovanni QUAGLIA, whose curriculum vitae and the declaration by means of which said Giovanni QUAGLIA accepts his office and declares, at his own liability, the inexistence of causes of ineligibility and incompatibility, as well as the possession of the requirements laid down for the offices, have been published together with the illustrative report;
3. to establish, pursuant to Article 2386 of the Italian Civil Code, that the mandate of Giovanni QUAGLIA will expire together with that of the Directors in office and, therefore, as of the date of the Shareholders’ Meeting called to approve the financial statements at 31 (thirty-one) December 2013 (two thousand and thirteen);
4. to acknowledge Giovanni QUAGLIA the same emolument established for the other members of the Board, made up as follows:
- EUR 20,000.00 (twenty thousand) per annum, by way of gross fixed remuneration, envisaged by Article 16 of the Articles of Association;
- EUR 500.00 (five hundred) as the attendance fees for each Board Meeting attended, plus the reimbursement of expenses”. 
The Chairman declared the discussion open on the proposal to reduce the number of members and supplement the Board of Directors.
The shareholder BRAGHERO took the floor and mentioned that there were only two questions which needed to be discussed: The first concerned the matter of gender quotas, and he asked if 1 (one) woman director out of 14 (fourteen) was enough and that he hoped to receive an affirmative reply so as to avoid problems and disputes. The second concerned his enormous satisfaction for the appointment of Mr. Quaglia, unforgotten Chairman of the province of Cuneo.
The Chairman thanked the shareholder BRAGHERO and commented on the matter of gender quotas stating that they would form part of the business of the extraordinary session; he continued, underlining that the legislation does not just refer to “gender quotas” but also to the “balance between genders”.
He thanked the directors in office and the out-going ones (Mr. Mangiante and Ms. Bocchetti) for the contribution they had made to the company.
There being no other requests for the floor, the Chairman:
(i) declared the discussion closed,
(ii) communicated that 15 (fifteen) parties were present or represented via proxy with the right to take part in shareholders’ meetings and exercise the right to vote, holding 141,503,532 (one hundred and forty-one million, five hundred and three thousand, five hundred and thirty-two) ordinary shares equating to around 62.20% (sixty-two point twenty percent) of the total 227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each, representing the entire share capital, of which 4 (four) in person and 11 (eleven) represented by proxy;
Therefore, in light of the comments made by the representative of the shareholder ASTM S.p.A. and with the consent of the Board of Directors present and the shareholders represented, he put the resolution proposal formulated above by the same shareholder with regard to the number of members of the Board of Directors and the appointment of Giovanni QUAGLIA as Director, to the vote by show of hands.
The Chairman declared the voting closed and communicated that the proposal made by the shareholder ASTM to reduce the number of members of the Board of Directors and appoint Giovanni QUAGLIA as Director had been approved unanimously, without any contrary vote and no abstentions.
The list of names of those who voted favourably with indication of the related number of shares will be attached to the minutes (enclosure “I”).
Therefore, the Chairman passed on to the handling of the third point on the agenda of the Ordinary Meeting: 
3. Remuneration report, pursuant to Article 123 ter of Italian Legislative Decree No. 58/98; related and consequent resolutions.
Preliminarily, the Chairman indicated that the Remuneration Report - in accordance with the prescribed timescales - had been made available to the general public, care of the registered offices and Borsa Italiana S.p.A., as well as published on the Company’s website.
The report had been drawn up in accordance with Article 123 ter of the CFA and Article 84 quater of the regulations adopted by means of Resolution No. 11971 dated 14 May 1999, and subsequent amendments and additions, and the related Enclosure 3A, format No. 7 bis.
 A copy of the report had also been distributed to the participants present and will be attached to these minutes (enclosure “L”). Therefore, with the consent of those present, he proposed that the reading out of the same be omitted.
Therefore, he read out the proposal for the approval of the remuneration report which is indicated below:
“Shareholders, 
 pursuant to Article 123 ter, section 6 of the CFA, you are hereby invited to express your vote with regard to the first section of the remuneration report which illustrates (i) the policy of the Company with regard to remuneration of the members of the Management and Audit Bodies, the General Managers and the key management personnel, and (ii) the procedures used for the adoption and implementation of the same.
It is specified that, in accordance with the matters expressly envisaged by the afore-mentioned section 6, the “vote is not binding”.
To sum up, as can be gathered from the document, SIAS’s current remuneration policy - in line with the approaches pursued already in the past - envisages, for its directors, including executive ones, beneficiaries of management powers, fixed remuneration only, therefore excluding variable forms.
With regard to the above and according to the current remuneration policy of the Issuer, the Shareholders’ Meeting approves the annual fee payable to the members of the Board; this fee is valid also for the financial years following the one for which it was approved, until a new decision is taken by the meeting. 
The members of the Board of Directors are entitled to reimbursement of the costs incurred to carry out their duties.
The remuneration for those persons holding corporate offices is established by the Board upon proposal of the Remuneration Committee and having consulted the Board of Statutory Auditors, pursuant to Article 2389 of the Italian Civil Code, as well as by the audit and risks Committee if requirements are met, in observance of the procedure on transactions with related parties, in force since 1 January 2011”.
The Chairman declared the discussion open, and since there were no requests for the floor:
(i) declared the discussion closed, 
(ii) communicated that 258 (two hundred and fifty-eight) parties were present or represented via proxy with the right to attend the meeting and exercise the right to vote, holders of 176,556,259 (one hundred and seventy-six million, five hundred and fifty-six thousand, two hundred and fifty-nine) ordinary shares equating to around 77.61% (seventy-seven point sixty-one percent) of the total  227,501,117 (two hundred and twenty-seven million, five hundred and one thousand, one hundred and seventeen) ordinary shares with a par value of EUR 0.50 (nought point fifty) each, representing the entire share capital, of which 4 (four) in person and 254 (two hundred and fifty-four) represented by proxy;
(iii) having confirmed the advisory nature, put SIAS’s remuneration policy to the vote by means of a show of hands, as illustrated in the first section of the illustrative Report, drawn up for this purpose.
The Chairman declared the voting closed and communicated that SIAS’s remuneration policy had been approved by a majority with
- 174,518,788 (one hundred and seventy-four million, five hundred and eighteen thousand, seven hundred and eight-eight) favourable votes; 
- 2,037,471 (two million, thirty-seven thousand, four hundred and seventy-one) contrary votes;
- no abstentions.
The list of names of those who voted favourably or against will be attached to the minutes (enclosure “M”).
There being no further business to discuss and no other requests for the floor, the Chairman - before passing on to the discussion of the point on the agenda for the extraordinary session - declared the ordinary meeting as adjourned at 4.19 p.m..
The following are attached to the minutes:
- under letter “A”: the question submitted by the shareholder Marco Bava and related replies,
- under letter “B”: name list of those taking part in the shareholders’ meeting,
- under letter “C”: the Management Report,
- under letter “D”: Financial Statements and related attachments,    
- under letter “E”: the Report of the Board of Statutory Auditors,
- under letter “F”: the Report of the Independent Auditors, 
- under letter “G”: the list of the votes on the Management Report with the proposal for the allocation of the profit for the year and the financial statements at 31 (thirty-one) December 2012 (two thousand and twelve),
- under letter “H”: the report on the measures pursuant to Article 2386 of the Italian Civil Code,
- under letter “I”: the list of the votes on the measures pursuant to Article 2386 of the Italian Civil Code,
- under letter “L”: the Remuneration Report,
- under letter “M”: the list of the votes on the proposal to approve the Remuneration Report. 
THE CHAIRMAN			             THE SECRETARY
(Mr. Bruno BINASCO)                                 (Ms. Monica TARDIVO)

Enclosures C, D, E, F, H, L have already been published in accordance with the formalities and the terms laid down by current legislation.