Hera Shareholders Meeting: new Board of Directors appointed, 2022 financial statements approved and dividend increased to 12.5 cents
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Hera Shareholders Meeting: new Board of Directors appointed, 2022 financial statements approved and dividend increased to 12.5 cents
The Group continues along its path of growth, creating value shareholders and the local areas served. Cristian Fabbri appointed Executive Chairman of the Board of Directors and Orazio Iacono confirmed as CEO.
Hera’s Ordinary Shareholders Meeting, chaired by Tomaso Tommasi di Vignano, was held this morning in Bologna to approve the 2022 financial statements and the payment of a dividend rising to 12.5 cents per share, in line with what was previously announced during the presentation of the Business Plan to 2026.
Among the various resolutions passed, the Meeting also appointed the members of the Board of Directors and the Board of Statutory Auditors for the next three years.
The 2022 Sustainability Report (a consolidated non-financial statement, prepared pursuant to Legislative Decree 254/2016) was also presented during the Meeting.
2022 financial statements approved with results showing growth
The Assembly approved the 2022 financial statements, which confirmed growth in key operating and financial indicators and in investments.
Among the main results: Ebitda rose to 1,295.0 million euro (+6.2%) and net profit attributable to shareholders amounted to 322.2 million euro (+1.4%). Operating investments, including capital grants, reached 709.5 million euro (+20.5%), and went to promoting the energy transition, the circular economy and innovation, with concrete projects consistent with the main national and international policies, demonstrating the Group’s ongoing focus on enhancing the value of assets under management and increasing their resilience. Net debt stood at 4,249.8 million euro, compared to 3,261.3 million euro at 31 December 2021. The net debt/Ebitda ratio came to 3.28x, but excluding the gas reserve in storage facilities, this ratio drops to approximately 2.9x, in line with Hera’s performance targets.
These figures demonstrate, once again, the validity of the management policies implemented by the Group, which, together with its solid and resilient multi-business industrial model, have proved effective in responding to the complex external scenario, enabling it to guarantee continuity and quality of services and to create value for the company and all stakeholders, while pursuing sustainable development.
Dividends paid rise to 12.5 cents per share
The Shareholders Meeting then approved the Board of Directors’ proposal to distribute a dividend coming to 12.5 cents per share, up 4.2% compared to the last dividend paid.
The ex-dividend date was set at 19 June 2023, with payment as of 21 June 2023. The dividend will be paid to shares recorded on 20 June 2023. The dividend paid, based on the Hera share price at 31/12/2022, corresponds to an annual return of 4.94%.
A strong focus on creating value for shareholders was thus confirmed. This increase is indeed consistent with the remuneration policy set out in the Business Plan, which foresees growth in dividends, reaching 15 cents per share by 2026.
Sustainability Report: Shared-value Ebitda up sharply to 670.3 million euro
The 2022 Sustainability Report was also presented during the Shareholders Meeting, showing that improvement in operating and financial indicators goes hand in hand with the Group’s focus on sustainability and its attention towards all stakeholders. More specifically, in 2022, shared-value Ebitda, which refers to business activities that also respond to the drivers for sustainable growth and therefore involve operations that help meet the targets on the Global Agenda, rose to 670.3 million euro, up significantly compared to 2021 (+17.5%) and corresponding to 51.8% of overall Ebitda. This result is in line with the path set out in the Business Plan, which projects this value at 62% of total Ebitda by 2026 and 70% in 2030, part of a linear process that generates concrete benefits for the local areas and communities served, parallel to the Group’s own development.
Board of Directors and the Board of Statutory Auditors renewed
The Board of Directors and the Board of Statutory Auditors were renewed for the next three years (their mandate expiring on the date of the Shareholders Meeting held to approve the 2025 financial statements).
As an outcome of the vote, the following directors were appointed:
- majority list (representing Hera’s public shareholders agreement): Cristian Fabbri, Orazio Iacono, Gabriele Giacobazzi, Fabio Bacchilega, Gianni Bessi, Grazia Ghermandi, Alessandro Melcarne, Lorenzo Minganti, Milvia Mingozzi, Marina Monassi and Monica Mondardini
- minority lists: Francesco Perrini, Paola Gina Maria Schwizer, Alice Vatta, Bruno Tani.
The CVs of the new directors can be consulted at:
https://eng.gruppohera.it/group_eng/corporate-governance/board-of-directors
As regards the Board of Statutory Auditors, the following auditors were appointed:
- majority list (representing Hera’s public shareholders agreement): Marianna Girolomini, Antonio Gaiani (standing auditors), Susanna Giuriatti (alternate auditor)
- minority list: Myriam Amato (Chairman), Stefano Gnocchi (alternate auditor).
The CVs of the new auditors can be consulted at:
https://eng.gruppohera.it/group_eng/corporate-governance/board-of-statutory-auditors
Pursuant to current legislation on the issue and the Articles of Association, the gender criterion was respected.
Other resolutions approved
The Shareholders Meeting also approved a renewed authorisation for the Board of Directors to purchase treasury shares (and the procedures for their management) having a value of up to 240 million euro for 18 months, at the same time revoking last year’s resolution for the non-executed part. The renewal of authorisation to use treasury shares was requested in order to pursue the purposes permitted by law and accepted market practices, in order to increase value creation for shareholders in transactions carried out by Group companies as well, for whom investment opportunities may arise, and for transactions involving the issue of financial instruments.
Lastly, the Shareholders Meeting approved the Report on remuneration policy and compensation paid, in line with international best practice, and the Corporate governance report was presented.
Executive Chairman, Vice Chairman and CEO appointed
The inaugural meeting of Hera’s Board of Directors, appointed in the morning by the Shareholders Meeting, was held this afternoon in Bologna. The Board appointed the Chairman, Vice Chairman and CEO.
Cristian Fabbri, who has been with the company since 2006, was appointed Executive Chairman. Within the Group, he held positions involving increasing responsibilities before becoming Hera’s Central Market Director, CEO of Group subsidiaries Hera Comm and EstEnergy, and a member of the Boards of Directors of other Group companies.
Gabriele Giacobazzi was confirmed as (non-executive) Vice-Chairman, the role he has covered since 2020. President of the Association of Engineers, he has been a professor at the Faculty of Engineering of the University of Modena and Reggio Emilia.
Orazio Iacono was confirmed as CEO, the position he has held at Hera since May 2022. He previously worked at RFI and later Trenitalia, eventually acting as CEO and General Manager, a position he held until 2020. In 2021 he was Senior Advisor Oaktree Capital Management/PwC Italy and later became Chief Operating Officer Sustainable Infrastructures at Saipem.
Lastly, the Board of Directors thanked Tomaso Tommasi di Vignano, whose term of office came to an end after more than 20 years at the helm of the Hera Group, for his fundamental contribution to the company’s growth.
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Strong interest from international investors in Hera’s first European Green Bond (EuGB) with a 6-year maturity, which will finance strategic projects of the multi-utility aligned with the EU Taxonomy. Orders received amouned to 7 times the offered amount.
The Hera Group, the first Italian company to issue a green bond in 2014, continues today its commitment to sustainable finance with the launch of its first European Green Bond (“EuGB”), under its “Euro Medium Term Note Programme” (EMTN). This bond issuance – in line with its European Green Bond Factsheet, published in the dedicated section of the Group’s website (https://eng.gruppohera.it/group_eng/investor-relations/debt-and-rating/green-financing-framework-e-opinion), together with the relevant Pre-Issuance Review, attracted significant interest from international investors, receiving orders for approximately 3.6 billion euros, nearly 7 times the offered amount.
With this issuance, which corresponds to the fifth green issuance overall considering all those carried out by the multi-utility over the last 12 years, the Hera Group has once again offered the market the opportunity to finance strategic projects aimed at the green transition and aligned with the EU Taxonomy, reaffirming its position as a benchmark company for sustainable finance, also at an international level.
“The issuance of our first European Green Bond represents a further concrete step in the Hera Group’s sustainability journey, confirming our commitment towards carbon neutrality and the development of the circular economy” – states Orazio Iacono, Chief Executive Officer of the Hera Group. “This new sustainable finance instrument allows us to fund investments fully aligned with the EU Taxonomy, accelerating strategic projects for the energy and environmental transition, from the reduction of greenhouse gas emissions to the increase in resource recovery and regeneration. This is a significant contribution to our business plan and to the Net Zero 2050 target, confirming our Group’s strategy, where business growth, value creation, and sustainable development are closely interconnected.”.
Characteristics of the Group’s European Green Bond (“EuGB”) and funded areas
The Hera Group’s first European Green Bond (“EuGB”) (rated Baa1 with Stable Outlook by Moody’s and BBB+/A-2 with Stable Outlook by Standard & Poor’s), amounts to a total of 500 million euros, repayable in 6 years with a coupon of 3.50% and a yield of 3.574%. The settlement date of the new issuance is expected on 4 June 2026.
The EuGB is represented by senior, non-convertible, unsecured notes, intended for circulation among qualified investors and governed by English law. Furthermore, the European Green Bond (EuGB) is expected to be assigned a rating in line with that of Hera.
The transaction saw significant participation from international investors (in particular, United Kingdom, France, Germany). Substantially all of investors were green and sustainable, confirming the interest in the Group also beyond national borders.
The European Green Bond is expected to be listed on the regulated market of Euronext Dublin from the issue date, as well as on the regulated markets of Euronext Milan and the Luxembourg Stock Exchange.
In accordance with the provisions of Regulation (EU) 2023/2631, the proceeds from the issuance are expected to finance or refinance the projects indicated in the Hera Group’s European Green Bond Factsheet, fully aligned with the EU Taxonomy.
In particular, the use of proceeds will cover three main areas:
- Sustainable management of water resources and wastewater: including construction, expansion and management of water collection, treatment and supply systems (economic activity 5.1 of the EU Taxonomy), as well as construction, expansion and management of wastewater collection and treatment systems (economic activity 5.3 of the EU Taxonomy);
- Circular economy, pollution prevention and control: including initiatives for the collection and transport of non-hazardous waste in source-segregated fractions (economic activity 5.5 of the EU Taxonomy);
- Energy efficiency and energy infrastructure: including (i) the generation of electricity using solar photovoltaic technology, (ii) the transmission and distribution of electricity, and (iii) installation, maintenance and repair of energy efficiency devices (economic activities 4.1, 4.9 and 7.3 of the EU Taxonomy).
To ensure the correct and transparent allocation of funds, Hera has adopted a monitoring and reporting process that provides for the publication of relevant information through a “Green Bond Report” which will include the “Allocation Reporting and the Impact Reporting”.
Transaction partners
The issuance of the Hera Group’s first European Green Bond (“EuGB”) was coordinated by BNP Paribas, Crédit Agricole CIB, Mediobanca, UniCredit, BBVA, Intesa Sanpaolo – IMI CIB Division, Banco Santander, Banca AKROS, Deutsche Bank, BPER Banca, Montepaschi di Siena, Barclays, Caixabank and Goldman Sachs as Joint Bookrunners. The law firm Legance assisted Hera, while the law firm Linklaters supported the Joint Bookrunners.