Atlas Arteria Stap US Prohibited Excluding QIB/QP IFM Takes 67% Control

IFM secures majority control of Atlas Arteria as takeover offer closes

Atlas Arteria (ASX:ALX) confirmed that the off-market takeover offer by Diamond Infraco 1 Pty Ltd, a wholly owned subsidiary of IFM Global Infrastructure Fund, closed at 7:00pm (Sydney) on 7 July 2026.

As at the close of the offer, the Bidder’s voting power in Atlas Arteria stood at 67.43%, establishing IFM as the majority holder of the toll road group. The outcome triggers a planned governance transition and confirms that remaining securityholders now co-invest alongside a controlling infrastructure owner.

Board leadership transitions after offer close

The close of the offer activated a series of previously announced governance changes at both Atlas Arteria entities, framed by the company as an orderly transition.

Debbie Goodin has retired as the Independent Non-executive Chair of Atlas Arteria Limited (ATLAX) and an Independent Non-executive Director of Atlas Arteria International Limited (ATLIX). This took effect after the close of the offer on 7 July 2026.

Current Independent Non-executive ATLAX Director John Wigglesworth has been appointed Interim Chair of ATLAX and a Non-executive Director of ATLIX. As a consequence, Wigglesworth stepped down as Chair of the Audit and Risk Committee, with Independent Non-executive ATLAX Director Jean-Georges Malcor appointed Chair of that committee.

The leadership changes are summarised below:

• Debbie Goodin — retired as Independent Non-executive Chair (ATLAX) and Independent Non-executive Director (ATLIX)

• John Wigglesworth — appointed Interim Chair (ATLAX), Non-executive Director (ATLIX)

• Jean-Georges Malcor — appointed Chair, Audit and Risk Committee

ATLAX Chair John Wigglesworth

“We are entering a crucial period for Atlas Arteria. As we look ahead after the closure of the takeover offer, the Boards recognise the importance of focusing on optimising value for our investors.”

“We thank Debbie for her significant contribution to Atlas Arteria over many years. Her support for a smooth transition has underscored her relentless commitment to act in the best interests of all securityholders. While the process for determining a new independent Chair of ATLAX continues, I am committed to engaging constructively with IFM.”

The search for a new independent Chair

The Boards have accelerated the previously announced process to identify a new Independent Chair of ATLAX, consistent with the requirements of the Director Representation Agreement with IFM.

Both internal and external candidates will be considered as part of that process. For securityholders, the structured approach signals an intent to maintain governance continuity and a defined framework for co-existence with the new majority holder, rather than an abrupt change in board composition.

What a 67% shareholder means for minority securityholders

Sitting at 67.43%, IFM holds clear majority control of Atlas Arteria. At 67.43%, minority securityholders remain on the register and continue to hold their interests in the group.

The IFM takeover bid for Atlas Arteria launched in April 2026 at a base price of $4.75 per security, with a conditional pricing mechanism lifting the offer to $5.10 if IFM’s relevant interest reached 45% or more before the offer period closed.

When a single shareholder holds majority control, the role of independent directors and related party protections becomes central. These safeguards are designed to ensure that decisions involving the majority holder are assessed on an arm’s length basis. For remaining securityholders, governance mechanisms now function as the primary protection alongside a controlling owner.

Related party protections remain in place

Consistent with Atlas Arteria’s prior practice, matters which give rise to potential conflicts of interest, and any material transactions between Atlas Arteria and related parties, including IFM, will continue to be considered by independent ATLAX and ATLIX directors.

This mechanism is the core minority-protection framework now that IFM holds majority control, keeping decisions on potential conflicts within the remit of directors independent of the majority holder.

Atlas Arteria’s underlying portfolio spans toll road interests in France (a 30.8% interest in the APRR, AREA, A79 and ADELAC network), the United States (a 66.67% interest in the Chicago Skyway and 100% of the economic interest in the Dulles Greenway) and Germany (100% of the Warnow Tunnel in Rostock).

What comes next

The near-term roadmap for Atlas Arteria centres on the appointment of a permanent Independent Chair of ATLAX, alongside continued independent oversight of related party matters and ongoing constructive engagement with IFM.

The company has not disclosed any further strategic plans arising from the change of control. For remaining securityholders, the immediate focus rests on the completion of the chair succession process and the continued operation of the independent governance safeguards now in place.

Atlas Arteria’s toll road portfolio fundamentals heading into the change of control included 9.4% proportional toll revenue growth to $2,012.3 million in FY25, with 75% EBITDA margins across the French, US, and German assets, providing the financial backdrop against which IFM’s bid was assessed.

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