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Increased voting rights

Procedure for requesting increased voting rights

The Hera S.p.A. Shareholders’ Meeting held on 28 April 2015 approved amendments to article 6 of the Articles of Association, introducing so-called increased voting rights and thus allowing each share to enjoy up to a maximum of two votes. This provides a bonus for shareholders who hold a stable interest in Hera’s share capital and are thus more inclined to promote the Group’s long-term growth.
The principle of increased voting rights was introduced in Italy by article 20 of Law Decree 91/2014, converted with amendments into Law n. 116/2014. L egislation concerning this principle is provided in Article 127-quinquies of the TUF and the regulations emitted by Consob with resolution 19084 of 19 December 2014, that implemented the new regulations and amended to this effect the Issuer Regulation.
Increased voting rights will be applicable in votes concerning the appointment and/or revocation of the Board of Directors and the Board of Statutory Auditors, amendments to the limits set to shareholding, and amendments to the article itself which regulates increased voting rights.
Increased voting rights will be enjoyed by shares held by a single shareholder for at least 24 months, and must be obtained by way of a request to be included in a special list.

 
 
  • Shareholders intending to take advantage of the benefits of increased voting rights must request that their shares be included in a special list. Two years after this has taken place, the voting rights to which the shares in question are entitled will be increased.


    The main characteristics are therefore:

    How increased voting rights work

  • The procedure to be followed in requesting these rights consists in three steps:

    1. Inform the intermediary with whom the Hera shares are deposited of the wish to be included in the List for increased voting rights;
    2. Complete the request form, including information as to the number of shares to be included in the List;
    3. Ensure that the request form is sent to Hera by the intermediary.

    How to request increased voting rights, in 3 steps

    1. Shareholders can decide to request that only part of their shares be included in the list.
    2. The request can be submitted at any time, and is effective as of the first day of the quarter following the one in which it arrives.
    3. Shareholders can waive their increased voting rights at any time, while maintaining the Hera shares in their portfolio.
    4. Shareholders are free to dispose of their shares at any time. Following the loss of voting rights, they must inform the intermediary and Hera.
 
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