Atlas Arteria : 2022 Notices of Meeting

ASX RELEASE

Atlas Arteria 2022 Annual General Meetings (AGMs)

Atlas Arteria (ASX:ALX) today releases the attached materials in relation to its upcoming 2022 AGMs:

• - Letter from the Chairs;

• - AGM Notices of Meeting; and

• - Template Proxy Form.

The AGM Notices of Meeting and other information in relation to the 2022 AGMs can also be viewed at Atlas Arteria's websitewww.atlasarteria.com. ____________________________________________________________________________________

For further information please contact:

____________________________________________________________________________________

This announcement has been authorised for release by Clayton McCormack, General Counsel and Company Secretary.

About Atlas Arteria

Atlas Arteria (ASX:ALX) is a global owner, operator and developer of toll roads, creating value for our investors over the long-term through considered and disciplined management. The roads we own, operate and develop benefit communities through reduced travel time, greater time certainty, reduced fuel consumption and carbon emissions.

Today the Atlas Arteria Group consists of four businesses. We currently own a 31.14% interest in the APRR toll road group in France. Adjacent to the APRR business is the smaller ADELAC business which connects to APRR in south-east France. Together APRR and ADELAC comprise a 2,318km motorway network located in the East and South East of France. In the US, we have 100% of the economic interest in the Dulles Greenway, a 22km toll road in the Commonwealth of Virginia. In Germany, we own 100% of the Warnow Tunnel in the north-east city of Rostock.

www.atlasarteria.com

Dear Securityholder

Atlas Arteria 2022 Notices of Meeting

We are pleased to invite you to join us at Atlas Arteria's 2022 Annual General Meetings (AGMs). The Notices of Meeting and Proxy Form for the AGMs of Atlas Arteria Limited (ATLAX) and Atlas Arteria International Limited (ATLIX) provide you with details about the matters on which securityholders will be asked to vote and the business of the AGMs. The Notices of Meeting for 2022 are available to view and download online atwww.atlasarteria.com/investor-resources. Securityholders are also encouraged to refer to Atlas Arteria's 2021 Annual Report, 2021 Sustainability Report and other ASX disclosures (available on the Atlas Arteria and ASX websites) for a detailed review of the prior year and our more recent performance.

Consistent with the approach we have taken for the last two years and after considering the pros and cons of virtual, physical and hybrid meetings, the Boards decided to continue to conduct the AGMs virtually through the Computershare AGM platform. That means there will be no physical location for securityholders to attend the AGMs. Securityholders can access the Computershare AGM platform from their computer or mobile device athttps://meetnow.global/MN9ARAY and will have the ability to actively participate in the AGMs through the platform by voting and asking questions. Securityholders are also able to ask questions and submit a proxy prior to the AGMs.

Securityholders can ask questions prior to the AGMs as part of the online proxy process, by sending the written questions to the share registry at the address set out on the Proxy Form or by emailing the questions to the Company Secretary atALXcompanysecretary@computershare.com.au. The ATLAX and ATLIX Directors will endeavour to answer as many of these questions as possible during the AGMs. Additional information regarding participating in the AGMs, including instructions on how to ask questions and vote during the AGMs, can be found in the Computershare online user guide athttps://www.computershare.com.au/virtualmeetingguide.

You may appoint a proxy to vote on your behalf at the AGMs by completing and lodging the enclosed Proxy Form in accordance with the instructions contained in the Proxy Form, or by appointing a proxy online atwww.investorvote.com.au/ALX. All resolutions will be decided by way of a poll and not via a show of hands.

The details for the AGMs are as follows:

Date: Tuesday, 10 May 2022

Time: 10.00am Melbourne time Webcast:https://meetnow.global/MN9ARAY

Helpline: +61 3 9415 4024 (operational 1 hour prior and post the AGMs) FAQ:https://www.computershare.com.au/virtualmeetingguide

If you are uncertain about what course of action you should take regarding any information contained in the materials for the AGMs, you should consult your professional adviser.

If you have any general queries, please contact our Share Registry, Computershare toll free on 1800 267 108 or, if calling from outside Australia, on +61 3 9415 4053.

Yours sincerely

Atlas Arteria Limited (ACN 141 075 201) Level 1, 180 Flinders Street, Melbourne VIC 3000 AUSTRALIA

Atlas Arteria International Limited (EC43828) 4th Floor, Cedar House, 41 Cedar Avenue, Hamilton HM12 BERMUDAwww.atlasarteria.com

GENERAL MEETING

10 MAY 2022

Notice of 2022 Annual General Meeting and Explanatory Notes

Atlas Arteria Limited (ACN 141 075 201)

Notice of 2022 Annual General Meeting and Explanatory Notes

Atlas Arteria International Limited (Registration no. 43828)

GENERAL INFORMATION

Why two meetings?

Atlas Arteria (or ALX) comprises Atlas Arteria Limited

(ACN 141 075 201) (ATLAX), an Australian public company, and Atlas Arteria International Limited (Registration no. 43828) (ATLIX), an exempted mutual fund company incorporated in Bermuda. The securities of ATLAX and ATLIX are stapled together, are quoted jointly on the ASX and each stapled unit is referred to in this document as an Atlas Arteria Security. The individual securities cannot be traded separately. However, it is still necessary for ATLAX and ATLIX to hold separate Securityholder meetings.

Atlas Arteria Structure

For this reason, there are two separate notices of meeting in this booklet - one relating to the ATLAX 2022 annual general meeting (the ATLAX AGM) and one relating to the ATLIX 2022 annual general meeting (the ATLIX AGM and together with the ATLAX AGM, the AGMs). The AGMs will be held together on the same day.

When you are reading through the rest of this booklet, it might be useful to refer to the diagram below to help you understand the relationships between the entities.

Atlas Arteria

2 | ATLAS ARTERIA ANNUAL GENERAL MEETING

Participating in the AGMs

The AGMs will be held at 10.00am Melbourne time on 10 May 2022.

Consistent with the approach taken by Atlas Arteria for the last two years, the AGMs will be conducted virtually through the Computershare AGM platform. There will be no physical location for Securityholders to attend the AGMs.

Securityholders can access the Computershare AGM platform from their computer, tablet or mobile device athttps://meetnow.global/MN9ARAY.

Online registration will open 30 minutes before the meetings commence.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meetings to obtain their login details.

To participate in the meetings follow the instructions below.

• 1. Click on 'Join Meeting Now'.

• 2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings to obtain their login details.

• 3. Enter your postcode registered to your holding if you are an Australian Securityholder. If you are an overseas Securityholder select the country of your registered holding from the drop down list.

4.

Accept the Terms and Conditions and click 'Continue'.

You can view the meetings live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the AGMs are in progress.

More information regarding participating in the AGMs (including browser requirements) can be found in the Computershare online meeting guide athttps://www.computershare.com.au/ virtualmeetingguide.

Meeting procedure

The AGMs will be conducted contemporaneously, subject to the discretion of the Chairs to adjourn or reconvene either of the ATLAX AGM or ATLIX AGM. Each resolution in respect of each of ATLAX and ATLIX is voted on, and is provided for, separately in the Proxy Form.

Asking questions before the AGMs

Securityholders entitled to vote on the matters to be considered at the AGMs may submit written questions relevant to the business of the AGMs in advance of the AGMs. These may be lodged as part of the online proxy process, or you may send written questions to the share registry at the address set out on the Proxy Form or by email to the Company Secretary atALXcompanysecretary@computershare.com.au.

Questions from Securityholders are important. Although it may not be feasible to reply to each question individually, we will endeavour to respond to as many of the questions as possible during the AGMs.

Securityholders entitled to vote on the matters to be considered at the ATLAX AGM may also submit written questions to ATLAX's auditor in relation to the content of the ATLAX Auditor's Report and the conduct of the audit of the ATLAX Financial Report, as described in Item 1 of the Explanatory Notes on the ATLAX AGM Notice. Securityholders are encouraged to submit these questions well in advance of the AGMs (and in any event by

3 May 2022).

Asking questions at the AGM

Securityholders who participate in the AGMs and are entitled to vote on the matters to be considered at the AGMs will be able to ask questions during the AGMs when invited to do so by the Chairs.

Further instructions on how to ask questions via the Computershare AGM platform are detailed in the online meeting guide athttps://www.computershare.com.au/ virtualmeetingguide.

ATLAS ARTERIA ANNUAL GENERAL MEETING | 3

This is an excerpt of the original content. To continue reading it, access the original document here.