Navigation Menu


Alert Web

HeraAssetPublisherFilterComuneSelector

Choose the municipality

Ci dispiace, il servizio non è attivo nel tuo comune.
Esplora i servizi attivi nel tuo comune:
Inserisci un comune con il servizio di "Ambiente" oppure vai all'Homepage

Shareholders' meetings

Testata Meetings 27 April 2023

Shareholders' Meetings of 27 April 2023 - parte 1

​​​​​​​   

 

Shareholders are asked to attend the Extraordinary and Ordinary Shareholders’ Meeting at the head office of Hera S.p.A. - Viale C. Berti Pichat no. 2/4, Bologna – at “Spazio Hera” - on 30 April 2024 at 10.00 on a single call to discuss and decide on the items on the following:

Agenda

Extraordinary Part of the Shareholders’ Meeting

  1. Amendment of Article 23 of the Articles of Association: related and consequent resolutions.

Ordinary Part of the Shareholders’ Meeting

  1. Financial statements as at 31 December 2023 of Hera S.p.A.: related and consequent resolutions. Presentation of the consolidated financial statements as at 31 December 2023 Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Presentation of the Sustainability Report – the Non-Financial Consolidated Statement prepared pursuant to Legislative Decree no. 254/2016.
  2. Proposed allocation of profit for the period: related and consequent resolutions.
  3. Report on the remuneration policy and fees paid: resolutions relating to Section I – Remuneration policy.
  4. Report on the remuneration policy and fees paid: resolutions relating to Section II – Fees paid.
  5. Appointment of a member of the Board of Directors.
  6. Appointment of a member of the Board of Directors who will assume the role of Vice Chairman.
  7. Renewal of the authorisation to purchase treasury shares and the disposal procedure thereof: related and consequent resolutions.

The full text of the proposed resolutions, together with the explanatory reports, and the documents that are to be submitted to the Shareholders' Meeting will be made available to the public at the Company's registered office and on the Company's website (www.gruppohera.it), as well as on the authorised storage web site 1Info (www.1info.it) within the term set out in law for each of the items on the agenda.


Right to attend and participate by proxy
Anyone who holds voting rights at the end of the accounting day of 19 April 2024 (record date) and for whom the related notices from the authorised intermediaries have been received by the end of the third day of trading prior to the date established for the Shareholders’ Meeting, namely by 25 April 2024, shall be entitled to attend the Shareholders' Meeting. Attendees shall in any case have the right to speak and vote even if the above communications have been received beyond said term, provided they are received before the start of the shareholders' meetings. Anyone who has become a shareholder after 19 April 2024 will not have the right to attend and vote at the Shareholders' Meeting.
Any person entitled to intervene may be represented at the Shareholders' Meeting pursuant to the law with the right to use the proxy form available on the Company's website (www.gruppohera.it), where the methods that interested parties may use to notify the Company of proxies also electronically can also be found.
The Company has appointed Computershare S.p.A. as a representative to whom the holders of voting rights may confer, by 26 April 2024, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy to the aforementioned representative must be conferred according to the procedures and using the specific proxy form available through the Company’s website (www.gruppohera.it).
The proxy to the designated representative shall not have effect with respect to proposals for which voting instructions have not been given.
​​​​​​​
Other rights of Shareholders
Shareholders may raise questions on the items on the agenda before the Shareholders' Meeting, provided they do so no later than 19 April 2024, following the procedure indicated on the Company's website (www.gruppohera.it).
Questions received within the above deadline will be answered no later than 28 April 2024, following verification of their relevance and the legitimacy of the applicant, via publication in the section of the aforementioned website dedicated to the Shareholders’ Meeting.
Shareholders who, even jointly, represent one fortieth of the share capital may request, within 10 days of the publication of this notice, that items be added to the agenda, specifying the additional topics proposed in their request, or may submit proposed resolutions for items already on the agenda. Requests must be submitted in writing in the manner indicated on the Company’s website (www.gruppohera.it).

Seleziona il tuo comune

HeraAssetPublisherFilterComuneSelector

Choose the municipality

Ci dispiace, il servizio non è attivo nel tuo comune.
Esplora i servizi attivi nel tuo comune:
Inserisci un comune con il servizio di "Ambiente" oppure vai all'Homepage

Lista 1 documenti - assemblea degli azionisti

Accordion - assemblea degli azionisti del 27 aprile 2023


Each legitimate participant can opt to be represented at the Shareholders Meeting, as established by the law, by conferring a mandate either:

The mandate can be conferred to Computershare S.p.A. within 26 April 2024 and will be valid only for resolutions submitted to the Shareholders Meeting for which the delegating shareholder has conferred voting instructions through said form.
If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be transmitted following a simple request by telephone to +39 011 092 3200.
For notification of the proxies, whether in electronic format or otherwise, the instructions provided on the form itself must be followed.


Pursuant to Article 127-ter of the TUF, shareholders can ask questions about subjects on the agenda prior to the meeting.
Requests must be sent to the Company within 19 April 2024 by completing the dedicated form or, alternatively, by e-mail addressed to societario@gruppohera.it. Each request must be accompanied by the personal details of the inquiring shareholder (first and last name or denomination of an institution or company, place and date of birth and tax code).
Those who have certified their share ownership as of 19 April 2024 (record date) will be entitled to receive a reply. For this purpose, the depositary intermediary will be asked for the specific communication certifying the ownership of the shares pertaining to the actual applicant valid until the above-mentioned date. This communication must be sent by the intermediary by electronic post to the address hera@pecserviziotitoli.it.
If the shareholder has requested a certificate of legitimacy from the depositary intermediary to participate at the Shareholders Meeting, it will suffice to include in the request the references of this communication or, at least, the name of the intermediary.
Questions received within the above deadline will be answered by 28 April 2024, after verifying their relevance and the legitimacy of the inquirer, by means of publication in the specific section of this website dedicated to the Shareholders' Meeting.


Pursuant to Article 126-bis of the TUF, shareholders who represent one fortieth of the share capital, whether alone or collectively, are entitled to request additions to the items on the agenda and submit proposals for approval on items already on the agenda, within 6 April 2024, indicating in their request the additional items and/or resolutions proposed. No additions may be made to items on which the Shareholders Meeting deliberates following a proposal from the directors, or based on a project or report prepared by the directors, other than those specified in Article 125-ter, paragraph 1 of the TUF.
Requests must be submitted to the Company in writing by registered letter with return receipt, addressed to HERA S.p.A., Viale C. Berti Pichat no. 2/4, Bologna, or by certified email to heraspa@pec.gruppohera.it and must be accompanied by a report on the issues or further resolutions proposed for discussion.
Certification of the ownership of shares and the necessary stakeholding required by shareholders to exercise the right pursuant to Article 126-bis of the TUF must be expressed in a dedicated communication effective as of the request date, sent by the depositary intermediary to hera@pecserviziotitoli.it.


The share capital is currently represented by 1,489,538,745 ordinary shares, each with a nominal value of Euro 1, of which n. 1,442,006,537 currently enjoy voting rights. Any change in treasury shares with suspended voting rights will be announced at the opening of the meeting.

All Shareholders Meeting resolutions concerning the appointment of the members of the Board of Directors will apply the content of article 6.4 of the current Articles of Association, which calls for increased voting rights, as described under the article 17 of the Articles of Association.

The overall amount of voting rights at 19 April 2024 (record date) shall be published under the terms and conditions provided in article 85-bis of the Issuers Regulation.

Shareholders' Meetings of 27 April 2023 - contenuto finale

Page updated 27 March 2024

Pre-Footer Standard

Hera SpA, Viale Carlo Berti Pichat 2/4, 40127 Bologna, Tel.051287111 www.gruppohera.it